Common use of Subordination Clause in Contracts

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: This Agreement, and any and all rights of Manager hereunder, are and shall be subject and subordinate to any financing (awhether senior financing, mezzanine level financing, or preferred equity) respecting the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers Project (or any of themportion thereof) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”"Property Financings"), as and any ground or master lease with respect to the Project or any portion thereof (collectively, "Leases"), and all renewals, extensions, modifications, consolidations and replacements thereof, and to each and every advance made or hereafter to be made under any such Senior Debt Property Financings or Leases. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Manager shall promptly execute, acknowledge and deliver any instrument that Owner, the landlord under any of the Leases or the holder of any such Property Financings or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may be modified renewed, extended, increased or modified in reasonably request to evidence such subordination. At any way time and from time to time time, upon not less than ten (10) business days prior notice from Manager or Owner, Manager shall furnish to Owner, or a designee thereof, an estoppel certifying that this Agreement is unmodified and including all principalin full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), interestthe date to which Manager has been paid hereunder, fees, expenses and other amounts owing from time that to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect knowledge of the Senior Debt have been paid in full and certifying party, no default exists or an event of default has occurred and is continuing or, if a default or an event of default shall exist, specifying in respect reasonable detail the nature thereof and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any subordination or estoppel furnished pursuant to this Section 12.12 may be relied upon by Owner, and its affiliates, lenders, and any prospective landlord or lender of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender applicable Project. Manager shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object unreasonably withhold its consent to any borrowing under any Senior Debt; (e) the Lender agreesamendment to this Agreement reasonably required by such lender or lessor, at the request of any holder of Senior Debt, to execute and deliver to provided that such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that amendment does not request (i) increase Manager's financial obligations hereunder, or receive such (ii) have a confirmation; and material adverse effect upon Manager's rights hereunder, or (fiii) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsmaterially increase Manager's non-economic obligations hereunder.

Subordination. The Lender Subordinated Creditor hereby agrees for itself and its successors and assigns that, except as follows: (a) otherwise expressly provided herein, the payment terms, provisions and liens of the Obligations is subordinated andSubordinated Mortgages, subject to and any of the right of payment Subordinated Creditor's liens or security interests in the Real Properties (but only to the extent of McDonald's interest in such Real Properties), are hereby intentionally and unconditionally subordinated to, and at all times shall be junior, subject and subordinate to the terms, provisions and liens of the Senior Mortgages (including, without limitation, the liens securing future optional and/or obligatory increases in the manner amount of the Senior Obligations or advances by McDonald's to or for the benefit of the Borrower, regardless of the use to which such advances are put), as well as to any and all increases therein and all extensions, consolidations, modifications, renewals, refinancings and supplements thereto. The Subordinated Creditor hereby waives any right it may have to require that ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ any assets of the Borrower in favor of the Subordinated Creditor and the Subordinated Creditor agrees that it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in the Real Properties which is or may be prior or superior in right to the Senior Mortgages, including but not limited to advances for real estate taxes and assessments. The rights and priorities set forth in paragraph (bthis Paragraph 2(a) belowshall be effective notwithstanding the order of creation, postponed to the repayment in full of all other indebtedness attachment, vesting or perfection of the Borrowers (rights of McDonald's under the Senior Mortgages, or of the Subordinated Creditor under the Subordinated Mortgages, the Subordinated Creditor Indenture or any of them) and all liabilities and obligations of the Borrowers other documents executed in connection therewith (including, without limitation, any UCC-1 financing statements or any of themfixture filings). The Subordinated Creditor shall be deemed to have consented (i) to any holder of such indebtedness of any kindaction by Borrower to which McDonald's consents pursuant to the Senior Mortgages and (ii) to each act of, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyfailure to act by, the “Borrower that is not prohibited by the Senior Debt”Mortgages, provided that, both with respect to (i) and (ii), as such Senior Debt may be modified reneweddeemed consent is applicable only to acts or failures to act in connection with the sale, extendedconstruction, increased restoration, insurance, condemnation or modified in alterations of, to or on, or with respect to the Real Properties and any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or matters relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsReal Properties.

Subordination. The Lender hereby Each Obligor covenants and agrees as follows: (a) that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Obligor), fees, charges, expenses, reasonable attorneys’ fees and any other sum, obligation or liability owing by any other Obligor to such Obligor, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 13.16, postponed to the repayment prior payment in full of all other indebtedness of the Borrowers Obligations (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyherein, the “Senior DebtObligations”) and that the subordination is for the benefit of Lenders, and Lenders may enforce such provisions directly (it being understood that nothing in this Section 13.16 shall prohibit any payment on any Intercompany Obligations so long as no Default or Event of Default has occurred and is continuing). (a) Each Obligor hereby (i) authorizes Lenders to demand specific performance of the terms of this Section 13.16 whether or not any other Obligor shall have complied with any of the provisions hereof applicable to it, at any time when such Obligor shall have failed to comply with any provisions of this Section 13.16 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect remedy of such Senior Debt;specific performance. (b) Upon any distribution of assets of any Obligor in any dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the Lender may not benefit of creditors or otherwise) and subject to the provisions of Section 13.16: (i) Lenders shall first be entitled to receive payment in full in cash of the Senior Obligations before any Obligor is entitled to receive any payment in respect on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to which any other Obligor would be entitled except for the provisions of Section 13.16, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Lenders, to the extent necessary to make payment in full of all Senior Obligations unlessremaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to Lenders. (iii) In the event that notwithstanding the foregoing provisions of Section 13.16, at any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, shall be received by any other Obligor on account of the time of Intercompany Obligations before all Senior Obligations are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to Lenders for application to the payment of the Senior Debt Obligations until all of the Senior Obligations shall have been paid in full and no default exists in respect of the Senior Debt full, after giving effect to any concurrent payment or any document evidencing, securing distribution or relating provision therefor to the Senior Debt;Lenders. (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect No right of the Obligations; (d) the Lender shall not initiate Lenders or prosecute any claim, action other present or other proceeding challenging the enforceability future holders of any Senior Debt Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or object impaired by any act or failure to any borrowing under any Senior Debt; (e) act on the Lender agrees, at the request part of any holder Obligor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Obligor with the terms hereof, regardless of Senior Debt, to execute and deliver to any knowledge thereof which any such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbe otherwise charged with.

Subordination. The Lender Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of the Working Capital Facility Collateral Agent or any Working Capital Facility Lender, the Existing Notes Collateral Agent or any Existing Notes Noteholder, the Interim Notes Collateral Agent or any Interim Notes Noteholder, the Pari Passu Collateral Agent or any holder of any Pari Passu Indebtedness, in each case in any Shared Collateral, and notwithstanding any conflicting provisions, terms or conditions of the UCC or any other applicable law or the Existing Notes Documents, the Interim Notes Documents, the Pari Passu Indebtedness Documents or the Working Capital Facility Documents or any other circumstance whatsoever, each of the Authorized Representatives hereby agrees as followsagree that: (a) any Lien on the payment Working Capital Facility Collateral securing any or all of the Working Capital Facility Obligations is subordinated and, (subject to the right principal amount thereof not exceeding the Working Capital Facility Debt Cap) now or hereafter held by the Working Capital Facility Collateral Agent shall be senior and prior to any Lien on the Shared Collateral securing any or all of payment the Existing Notes Obligations, the Interim Notes Obligations or the Pari Passu Obligations, whether or not any such Liens securing any of the Working Capital Facility Obligations are subordinated to any Lien securing any other obligation of the extent Company or any Guarantor, in each case, on the terms and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debtthis Agreement; (b) any Lien on the Lender may not receive Shared Collateral securing any payment in respect of any Obligations unless, at the time of such payment, or all amounts then due and owing under or in respect of the Senior Debt have been paid in full Interim Notes Obligations or the Pari Passu Obligations now or hereafter held by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, respectively, shall be senior and no default exists in respect prior to any Lien on the Shared Collateral securing any or all of the Senior Debt Existing Notes Obligations, whether or not any such Liens securing any of the Interim Notes Obligations and the Pari Passu Obligations are subordinated to any Lien securing any other obligation of the Company or any document evidencingGuarantor, securing or relating to in each case, on the Senior Debtterms and in the manner set forth in this Agreement; (c) any Lien on the Lender Shared Collateral now or hereafter held by the Existing Notes Collateral Agent, the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, regardless of how acquired, shall not accept be junior and subordinate in all respects to all Liens on the Shared Collateral securing any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect all of the Obligations;Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap); and (d) any Lien on the Lender Shared Collateral now or hereafter held by the Existing Notes Collateral Agent, regardless of how acquired, shall not initiate be junior and subordinate in all respects to all Liens on the Shared Collateral securing any or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation all of the subordination provided for herein in Interim Notes Obligations and the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsPari Passu Obligations.

Subordination. The Lender hereby agrees as follows: (a) As between the payment Liquidity Providers (and any additional liquidity provider in respect of any Refinancing Certificates), on the Obligations is subordinated andone hand, subject to and the right of payment to the extent Trustees (and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (any Refinancing Trustees or any of themAdditional Trustee) and all liabilities the Certificateholders (and obligations of the Borrowers (any Refinancing Certificateholders or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”Additional Certificateholders), on the other hand, and as such Senior Debt may among the Trustees (and any Refinancing Trustees or Additional Trustee) and the related Certificateholders (and any Refinancing Certificateholders or Additional Certificateholders), this Agreement shall be modified reneweda subordination agreement for purposes of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code, extended, increased or modified in any way as amended from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;time. (b) Notwithstanding the Lender may provisions of this Agreement, if prior to the payment in full to the Liquidity Providers of all Liquidity Obligations then due and payable, any party hereto shall have received any payment or distribution in respect of Equipment Notes or any other amount under the Indentures or other Operative Agreements which, had the subordination provisions of this Agreement been properly applied to such payment, distribution or other amount, would not receive have been distributed to such Person, then such payment, distribution or other amount shall be received and held in trust by such Person and paid over or delivered to the Subordination Agent for application as provided herein. (c) If any Trustee, any Liquidity Provider or the Subordination Agent receives any payment in respect of any Obligations unlessobligations owing hereunder (or, at in the time case of the Liquidity Providers, in respect of the Liquidity Obligations), which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent of such payment, all amounts then due and owing under or such obligations (or, in respect the case of the Senior Debt have been paid Liquidity Providers, such Liquidity Obligations) intended to be satisfied shall be revived and continue in full force and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall effect as if such payment had not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations;been received. (d) Each of the Lender Trustees (on behalf of themselves and the holders of the Certificates), the Liquidity Providers and the Subordination Agent confirm that the payment priorities specified in Section 3.2 shall apply in all circumstances, notwithstanding the fact that the obligations owed to the Trustees and the holders of Certificates are secured by certain assets and the Liquidity Obligations may not initiate or prosecute be so secured. The Trustees expressly agree (on behalf of themselves and the holders of the Certificates) not to assert priority over the holders of Liquidity Obligations (except as specifically set forth in Section 3.2) due to their status as secured creditors in any claimbankruptcy, action insolvency or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt;legal proceeding. (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation Each of the subordination provided for herein in Trustees (on behalf of themselves and the form attached as Exhibit Cholders of the Certificates), but the Liquidity Providers and the Subordination Agent may take any of the following actions without prejudice to the impairing their rights of any holder of Senior Debt that does not request or receive such a confirmation; andunder this Agreement: (fi) the Borrowers are not restricted from incurring indebtedness or charging their obtain a Lien on any property and undertaking to secure any indebtedness amounts owing to it hereunder, including, in the case of the Liquidity Providers, the Liquidity Obligations, (ii) obtain the primary or secondary obligation of any other obligationsobligor with respect to any amounts owing to it hereunder, including, in the case of the Liquidity Providers, any of the Liquidity Obligations, (iii) renew, extend, increase, alter or exchange any amounts owing to it hereunder, including, in the case of the Liquidity Providers, any of the Liquidity Obligations, or release or compromise any obligation of any obligor with respect thereto, (iv) refrain from exercising any right or remedy, or delay in exercising such right or remedy, which it may have, or (v) take any other action which might discharge a subordinated party or a surety under applicable law; provided, however, that the taking of any such actions by any of the Trustees, the Liquidity Providers or the Subordination Agent shall not prejudice the rights or adversely affect the obligations of any other party under this Agreement.

Subordination. (a) The Subordinated Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated andthat all its right, subject title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness rights of the Borrowers (or any of them) and all liabilities and obligations Senior Lenders in respect of the Borrowers Senior Obligations, including the payment of principal, premium (or any of them) to any holder of such indebtedness if any), interest (including interest accruing during the pendency of any kindbankruptcy, now insolvency, receivership or hereafter existingother similar proceeding, direct regardless of whether allowed or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”allowable in such proceeding), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses expense and reimbursement obligations indemnification obligations and all other amounts owing from time to time payable under the Credit Agreement, any other Credit Document, or in respect of such Senior Debt;thereof. (b) The Borrower and the Subordinated Lender may not hereby agree that, notwithstanding any provision to the contrary in any agreement governing or evidencing Subordinated Obligations, no payment (whether directly, by purchase, redemption or exercise of any rights of setoff or otherwise and whether mandatory or voluntary) in respect of the Subordinated Obligations, whether of principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of the Borrower or received, accepted or demanded, directly or indirectly, by or on behalf of the Subordinated Lender at any time prior to the payment in full in cash of all the Senior Obligations. (c) Upon any distribution of all or substantially all of the assets of the Borrower or upon any dissolution, winding up, liquidation or reorganization of the Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower, or otherwise: (i) the Senior Lenders shall first be entitled to receive indefeasible payment in full in cash of the Senior Obligations (whenever arising) before the Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations of the Borrower, whether of principal, interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of the assets of; the Borrower of any kind or character, whether in cash, securities or other property, to which the Subordinated Lender would be entitled except for the provisions of this Section 1 shall be paid or delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. The Subordinated Lender agrees not to ask, demand, ▇▇▇ for or take or receive from the Borrower in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the Subordinated Obligations to the extent prohibited by the preceding sentence, and agrees that in connection with any proceeding involving the Borrower under any bankruptcy, insolvency reorganization, arrangement, receivership or similar law (i) the Agent is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Lender or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Obligations and enforcing any security interest or other lien securing payment of the Subordinated Obligation) as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Lenders and (ii) the Subordinated Lender shall duly and promptly take such action as the Collateral Agent, if any, may request to (A) collect amounts in respect of the Subordinated Obligations for the account of the Senior Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Obligations, (B) execute and deliver to such Collateral Agent such irrevocable powers of attorney, assignments or other instruments as such Collateral Agent may request in order to enable such Collateral Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Obligations unlessand (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations. A copy of this Subordination Agreement may be filed with any court as evidence of the Senior Lenders’ right, power and authority thereunder. (d) In the event that any payment by, or on behalf of, or distribution of the assets of, the Borrower of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be received by or on behalf of the Subordinated Lender or any Affiliate thereof at a time when such payment is prohibited by this Subordination Agreement, such payment or distribution shall be held by the time Subordinated Lender in trust (segregated from other property of the Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. (e) Subject to the prior indefeasible payment in full in cash of the Senior Obligations, the Subordinated Lender shall be subrogated to the rights of the Senior Lenders to receive payments or distributions in cash, securities or other property of the Borrower to the Senior Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full in cash, and, as between and among the Borrower, its creditors (other than the Senior Lenders) and the Subordinated Lender, no such payment or distribution made to the Senior Lenders by virtue of this Subordination Agreement that otherwise would have been made to the Subordinated Lender shall be deemed to be a payment by the Borrower on account of the Subordinated Obligations, it being understood that the provisions of this paragraph (e) are intended solely for the purpose of defining the relative rights of the Subordinated Lender and the Senior Lenders. (f) Without the prior written consent of the Agent, the Borrower shall not give, or permit to be given, and the Subordinated Lender shall not receive, accept or demand, (i) any security of any nature whatsoever for the Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Borrower or any Subsidiary of the Borrower or (ii) any guarantee, of any nature whatsoever, by the Borrower or any Subsidiary of the Borrower, of the Subordinated Obligations other than any guarantee subordinated to the Senior Obligations on terms substantially identical to (and no less favorable in any significant respect to the Senior Lender than) those hereof. The Subordinated Lender agrees that all the proceeds of any such security or guarantee shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Subordinated Obligations. (g) Any and all instruments or records now or hereafter creating or evidencing the Subordinated Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, shall contain the following legend: “Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent permitted under the Subordination Agreement, dated [ ], [ ] 20[ ], among, inter alia, [ ] and [ ], which Subordination Agreement is incorporated herein with the same effect as if fully set forth herein.” (h) The Subordinated Lender agrees that, except for claims submitted in any proceeding contemplated by Section 2(c) hereof, it will not take any action to cause the Subordinated Obligations to become payable prior to their scheduled maturity or exercise any remedies or take any action or proceeding to enforce the Subordinated Obligations if the payment of such paymentSubordinated Obligation is then prohibited by this Subordination Agreement, all amounts then due and owing under the Subordinated Lender further agrees not to file, or to join with any other creditors of the Borrower in filing, any petition commencing any bankruptcy, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of creditors against or in respect of the Senior Debt have been paid Borrower or any other marshalling of the assets and liabilities of the Borrower (provided, that this prohibition shall in full and no default exists event be construed so as to limit the Subordinated Lender’s right to cause the Subordinated Obligations to become payable prior to their scheduled maturity if all the outstanding Loans in respect of the Senior Debt or any document evidencing, securing or relating Borrower under the Credit Agreement have been declared due and payable prior to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsscheduled maturity dates).

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is Indemnitee agrees that all amounts payable by Indemnitor to Indemnitee hereunder shall be subordinated and, subject to the in right of payment to the extent and prior Payment in Full of all Senior Indebtedness (whether outstanding on the manner set forth date hereof or hereafter created, incurred, assumed or guaranteed) as provided in paragraph this Section 2.14. (b) below, postponed In the event of any payment or distribution of assets during any Insolvency Proceeding of Indemnitor or any Person providing a Guarantee: (i) holders of Senior Indebtedness shall first be entitled to the repayment receive Payment in full Full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time Obligations due in respect of such Senior Debt; Indebtedness (bincluding interest after the commencement of any such Insolvency Proceeding at the rate specified in the documentation for the applicable Senior Indebtedness) or provision shall be made for such amount in cash, or other payments satisfactory to all of the Lender may not holders of Senior Indebtedness (such satisfaction to be evidenced in writing by such holders of Senior Indebtedness), before Indemnitee shall be entitled to receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmationhereunder; and (fii) until all Obligations with respect to Senior Indebtedness (as provided in clause (i) above) are Paid in Full, any distribution to which Indemnitee would be entitled but for this Section 2.14 shall be made to the Borrowers are not restricted from incurring indebtedness Senior Agent (or charging their property if there is no Senior Agent, the applicable Financial Representative in accordance with the terms of the Senior Indebtedness and undertaking to secure any indebtedness or other obligationsintercreditor agreement applicable thereto).

Subordination. The Lender hereby agrees as follows: (a) Notwithstanding the payment date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Junior Representative or any Junior Secured Parties on the Obligations is subordinated and, subject Shared Collateral or of any Liens granted to any Senior Representative or the right of payment to Senior Secured Parties on the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers Shared Collateral (or any actual or alleged defect in any of themthe foregoing) and all liabilities and obligations notwithstanding any provision of the Borrowers (UCC, any applicable law, any Junior Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Junior Representative, on behalf of themitself and each Junior Secured Party under its Junior Debt Facility, hereby agrees that any Lien on the Shared Collateral securing or purporting to secure any (i) to any holder of such indebtedness of any kind, Senior Obligations now or hereafter existingheld by or on behalf of any Senior Secured Parties or any Senior Representative or other agent or trustee therefor, direct or indirect, absolute or contingent, joint or severalregardless of how acquired, whether as principal by grant, statute, operation of law, subrogation or surety otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Junior Obligations, and (ii) Junior Obligations now or hereafter held by or on behalf of any Junior Secured Parties or any Junior Representative or other agent or trustee therefor, regardless of how acquired, whether under a credit agreementby grant, promissory notestatute, guarantee operation of law, subrogation or otherwise (collectivelyotherwise, shall be junior and subordinate in all respects to all Liens on the “Shared Collateral securing or purporting to secure any Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;Obligations. (b) All Liens on the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, Shared Collateral securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking purporting to secure any indebtedness Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Junior Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien on the Shared Collateral securing or purporting to secure any other obligationsobligation of the Company, any Centertainment Group Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination. The Lender hereby agrees as follows: (a) the payment Rights Not Impaired by Acts or Omissions of the Obligations is subordinated and, subject to the right Issuer or Holders of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness Senior Indebtedness. No rights of any kind, now present or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether future holders of any Senior Indebtedness to enforce subordination as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holders or by any noncompliance by the Issuer with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuer may, at any time and from time to time time, without the consent of or notice to the Trustee or the Holders of the Subordinated Securities, without incurring responsibility to the Holders of the Subordinated Securities and including all principal, interest, fees, expenses and other amounts owing from time without impairing or releasing the subordination provided in this Article ____ or the obligations hereunder of the Holders of the Subordinated Securities to time in respect the holders of such Senior Debt; Indebtedness, do any one or more of the following: (bi) change the Lender may not receive any manner, place or terms of payment in respect of any Obligations unless, at or extend the time of payment of, or renew or alter, such paymentSenior Indebtedness, all amounts then due and owing under or otherwise amend or supplement in respect of the any manner such Senior Debt have been paid in full and no default exists in respect of the Senior Debt Indebtedness or any document evidencinginstrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection for such Senior Indebtedness; and (iv) exercise or relating to refrain from exercising any rights against the Senior Debt; (c) Issuer, as the Lender shall not accept case may be, and any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsPerson.

Subordination. The Lender Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees as follows: that (a) any Lien on the payment Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to any Lien on the repayment in full of all other indebtedness of the Borrowers (or Shared Collateral securing any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Second Priority Debt Obligations now or hereafter existingheld by or on behalf of any Second Priority Representative, direct any Second Priority Debt Parties or indirectany Second Priority Representative or other agent or trustee therefor, absolute or contingent, joint or severalregardless of how acquired, whether as principal by grant, statute, operation of law, subrogation or surety otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether under a credit agreementor not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of any Borrower, promissory note, guarantee any Grantor or any other Person or otherwise (collectivelysubordinated, the “Senior Debt”)voided, as such Senior Debt may be modified renewedavoided, extended, increased invalidated or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationslapsed.

Subordination. The Lender Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees as follows: that (a) any Lien on the payment Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to any Lien on the repayment in full of all other indebtedness of the Borrowers (or Shared Collateral securing any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Second Priority Debt Obligations now or hereafter existingheld by or on behalf of any Second Priority Representative, direct any Second Priority Debt Parties or indirectany Second Priority Representative or other agent or trustee therefor, absolute or contingent, joint or severalregardless of how acquired, whether as principal by grant, statute, operation of law, subrogation or surety otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether under a credit agreementor not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, promissory note, guarantee any Grantor or any other Person or otherwise (collectivelysubordinated, the “Senior Debt”)voided, as such Senior Debt may be modified renewedavoided, extended, increased invalidated or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationslapsed.

Subordination. The Lender Each Purchaser acknowledges and hereby agrees as follows: (a) to postpone and subordinate the payment of the Obligations is subordinated and, subject Subordinate Security in all respects to the Senior Security in, against and with respect to the Collateral. In so doing, all indebtedness due to any Senior Lender and secured by the Senior Security shall rank senior in all respects, including right of payment payment, to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) due to any holder of such Purchaser and secured by the Subordinate Security, and the indebtedness of due to any kindSenior Lender and secured by the Senior Security (including, now or hereafter existingwithout limitation, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses fees and other amounts owing from time of any kind) shall be indefeasibly paid and satisfied in full before any Purchaser shall be entitled to time in be paid or receive any payments representing proceeds of the Collateral or otherwise on account of, or with respect to, the indebtedness secured by the Subordinate Security (including, without limitation, principal, interest, fees and other amounts of such Senior Debt; any kind). Without limiting the generality of the foregoing, the postponements and subordinations provided for herein shall be effective notwithstanding: (b1) the Lender may not receive any payment in respect respective dates of execution, delivery, attachment, registration, perfection or enforcement of the Senior Security or the Subordinate Security; (2) the date or dates of any Obligations unless, advance or advances of the indebtedness secured by the Senior Security or the Subordinate Security and whether any such advances occur before or after the occurrence of any default or event of default and whether a Senior Lender or any Purchaser had notice of any such default or event of default at the time of making any such payment, all amounts then due and owing advance; (3) the dates of any default or event of default or the date or dates of crystallization of any floating charge under the Senior Security or in respect the Subordinate Security; (4) the rules of priority established under applicable law; or (5) the provisions of the Senior Debt have been paid in full and no default exists in respect of agreements or instruments creating the Senior Debt Security or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSubordinate Security.

Subordination. The Lender hereby agrees as follows: (a) Obligations ceasing or the payment assertion in writing by any Loan Party that the Obligations cease to constitute senior indebtedness under the subordination provisions of any document or instrument evidencing any Junior Indebtedness or Junior Lien Indebtedness in excess of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (Threshold Amount or any of them) such subordination provision being invalidated or otherwise ceasing, for any reason, to be valid, binding and all liabilities and enforceable obligations of the Borrowers parties thereto; or then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of them) the Loans so declared to any holder be due and payable, together with accrued interest thereon and all fees and other obligations of such indebtedness the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety all of which are hereby waived by the Borrower. Upon the occurrence and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyduring the continuance of an Event of Default, the “Senior Debt”)Administrative Agent may, as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of the Required Lenders shall, exercise any holder of Senior Debt, to execute rights and deliver to such holder a confirmation of the subordination remedies provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request Administrative Agent under the Loan Documents or receive such a confirmation; and (f) at law or equity, including all remedies provided under the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsUCC.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject Anything contained in this Note to the right of payment contrary notwithstanding, the indebtedness evidenced by this Note shall be subordinate and junior, to the extent and in the manner set forth in paragraph the following paragraphs (bA), (B), (C) belowand (D), postponed to all Senior Indebtedness of the Borrowers. "Senior Indebtedness" shall mean the principal of, premium, if any, and interest (including any interest accruing subsequent to the repayment filing of a petition of bankruptcy at the rate provided for in full the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law and including any loans made to any Borrower as a debtor in possession in any bankruptcy proceeding by any persons who were the holders of any Senior Indebtedness on the date such bankruptcy proceeding was commenced) on, and all reasonable fees, reimbursement and indemnity obligations, and all other obligations arising in connection with, any indebtedness for borrowed money of any Borrower, contingent or otherwise, now outstanding or created, incurred, issued, assumed or guaranteed in the future, except for all indebtedness of any Borrower due to Cerplex SAS. Without limiting the generality of the foregoing, Senior Indebtedness shall include all Obligations (under and as defined in the Loan Agreement), including, without limitation, any obligations of any of the Borrowers under any guaranties in favor of the Senior Lender (as hereinafter defined); notwithstanding the foregoing, Senior Indebtedness shall include only such Obligations until such time as the same are paid in full in cash and all obligations to provide financial accommodations under the Loan Agreement have terminated. For purposes of this Note, "Loan Agreement" shall mean the Loan and Security Agreement, dated as of April 30, 1998, as amended or otherwise modified, among the Borrowers, the other borrowers named therein and Greyrock Business Credit, a Division of NationsCredit Commercial Corporation (the "Senior Lender"), together with any agreement entered into in connection with the restatement, renewal, extension, restructuring, refunding or refinancing of the obligations under such loan agreement. Notwithstanding anything herein to the contrary (and without limiting any of the other provisions hereof), notwithstanding any default or event of default with respect to the subordinated debt evidenced by this Note, the holder of this Note will take no action to accelerate or enforce this Note or any of them) and all liabilities and obligations of rights or remedies relating thereto against the Borrowers (including without limitation the commencement of, or joining in, any involuntary bankruptcy petition or similar judicial proceeding against the Borrowers) until the expiration of them) to any six months after written notice of default is given by the holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsLender.

Subordination. The Lender hereby agrees as follows: (a) To the payment of the Obligations extent hereinafter provided, this Note is expressly subordinated and, subject to the in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment prior payment in full of all other indebtedness Senior Indebtedness (as hereinafter defined) of the Borrowers Company, unless the instrument creating or evidencing any Senior Indebtedness provides that such Senior Indebtedness is pari passu or subordinated in right of payment to this Note. For purposes hereof, “Senior Indebtedness” shall be defined as the principal of (or any of themand premium, if any) and interest on and fees and other amounts payable with respect to all liabilities and debt or obligations of the Borrowers (or any of them) Company to any holder of such indebtedness of any kind, regulated financial institution for borrowed money and other credit now existing or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;arising. (b) The Holder, for itself and its successors and assigns, expressly for the Lender may benefit of the present and future holders of Senior Indebtedness, by accepting this Note, agrees to and shall be bound by the subordination provisions of this Section. (c) Notwithstanding anything contained herein to the contrary, so long as any Senior Indebtedness is outstanding, the Holder shall have no right to accelerate this Note or take any other action under such Section until one-hundred and eighty (180) days after the Holder shall have given the Company notice of the occurrence of an Event of Default. No payment on account of the principal of this Note shall be made, and the Holder shall not be entitled to receive any such payment unless and until full payment of all amounts currently due on Senior Indebtedness has been made or duly provided for in respect money or money’s worth. No payment on account of the principal of this Note shall be made, and the Holder shall not be entitled to receive any Obligations unlesssuch payment, if, at the time of such paymentpayment or application or immediately after giving effect thereto: (i) there shall exist under any Senior Indebtedness or any agreement pursuant to which any such Senior Indebtedness is issued, all amounts then due any default or any condition, event or act, which with notice or lapse of time, or both, would constitute a default; or (ii) such payment would itself constitute a default or an event of default under any Senior Indebtedness or any agreement pursuant to which any such Senior Indebtedness is issued, unless and owing under until such default or in respect event of the Senior Debt default shall have been paid in full and no default exists in respect of the Senior Debt cured or any document evidencing, securing waived or relating cease to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations;exist. (d) In the Lender shall not initiate event of any insolvency or prosecute bankruptcy proceedings, and any claimreceivership, action liquidation, reorganization or other proceeding challenging similar proceedings in connection therewith, relative to the enforceability Company or to its creditors, as such, or to its property, or in the event of any proceedings for voluntary liquidation, dissolution, or other winding up of the Company, whether or not involving insolvency or bankruptcy, the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of all principal, premium, if any, and interest on all Senior Indebtedness (on the basis of the respective amounts of Senior Indebtedness held by such holders) before the Holder is entitled to receive any payment on account of principal of this Note and to receive for application in payment thereof any payment or object distribution of any kind or character, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the payment of all Senior Indebtedness which may at the time be outstanding) which may be payable or deliverable in any borrowing under any Senior Debt;such proceedings in respect of this Note. (e) If, notwithstanding the Lender agreesforegoing, any payment or distribution of assets of the Company, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the payment of all Senior Indebtedness which may at the request time be outstanding) shall be received by the Holder contrary to the provisions of this Section before all Senior Indebtedness is paid in full, or provision made for its payment in cash, such payment or distribution shall be held in trust for the benefit of, and shall (upon acceleration of the Senior Indebtedness) be paid over or delivered to, the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness after giving effect to any concurrent payment or distribution, or provision for payment thereof in cash, to the holders of such Senior Indebtedness. (f) No right of any present or future holder of any Senior DebtIndebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by the noncompliance by the Company with the terms, provisions and covenants of this Note regardless of any knowledge thereof which any such holder may have or otherwise be charged with. Nothing contained in this Section or elsewhere in this Note is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holder, the obligation of the Company, which is absolute and unconditional, to execute pay to the Holder the principal and deliver accrued interest of this Note in accordance with its terms, or is intended to such holder a confirmation or shall affect the relative rights of the Holder and the creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Holder from exercising all remedies otherwise permitted by applicable law upon default under this Note, subject to the rights, if any, under this Note of the Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. (g) Upon the payment in full of all Senior Indebtedness to the extent such payment in full resulted from the subordination provided for herein in provisions of this Note, the form attached as Exhibit C, but without prejudice rights of the Holder shall be subrogated to the rights of any holder the holders of Senior Debt that does not request Indebtedness to receive payments or receive such a confirmationdistributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal of this Note shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holder would be entitled except for the provisions of this Section, and no payment pursuant to the provisions of this Section to or for the benefit of the holders of Senior Indebtedness by the Holder shall, as between the Company, its creditors other than holders of Senior Indebtedness, and the Holder, be deemed to be a payment by the Company to or on account of the Senior Indebtedness. The provisions of this Section are solely for the purpose of defining the relative rights of the Holder on the one hand, and the holders of the Senior Indebtedness, on the other. (fh) Notwithstanding the Borrowers are provisions of this Note, the Holder shall not restricted from incurring indebtedness be permitted to receive any payment of the outstanding principal amount of this Note as a result of the same becoming due upon the first to occur of a Payoff Event without obtaining the prior written consent of applicable holders of any Senior Indebtedness related to debts or charging their property obligations of the Company to regulated financial institutions. (i) Nothing contained in this Section shall in any way impair, delay or otherwise affect the conversion of this Note into Conversion Shares as provided in Sections 2 and undertaking to secure any indebtedness or other obligations3 hereof.

Subordination. The Lender hereby agrees as follows: (a1) For all purposes of this Debenture Senior Indebtedness" means all Indebtedness for money borrowed by the payment Corporation, whether outstanding on the date of this Debenture or thereafter created or incurred, unless, in the case of any such Indebtedness, the terms of the Obligations instrument evidencing or creating the same specifically provide that such Indebtedness is subordinated and, subject to the not superior in right of payment to the Principal Sum and Interest on this Debenture. (2) The indebtedness payable under this Debenture, including the Principal Sum and Interest hereunder (such indebtedness being hereinafter referred to as "Subordinated Indebtedness"), shall be subordinate and junior in right of payment, to the extent and in the manner set forth in paragraph (b) belowherein, postponed to the repayment payment in full of all other indebtedness of Senior Indebtedness, and the Borrowers Holder by its acceptance hereof agrees to and shall be bound by the provisions hereof. (3) If and whenever at any time, or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time time, an event of default has occurred and is continuing uncured under, or in connection with, any Senior Indebtedness or any agreement or instrument relating thereto, and written notice of such event of default has been given by or on behalf of one or more holders of such Senior Indebtedness to the Corporation, no payment on account of the Subordinated Indebtedness shall be made to the Holder of this Debenture and such Holder shall not be entitled to receive any payment or benefit whatever on account of the Subordinated Indebtedness, other than upon exercise of the Conversion Right, unless and until all Senior Indebtedness shall have been first paid in full or the holders of all Senior Indebtedness shall have consented to such payment on account of the Subordinated Indebtedness. (4) Nothing contained herein is intended to or shall impair, as between the Corporation, its creditors, other than the holders of Senior Indebtedness, and the Holder, the obligation of the Corporation, which is absolute and unconditional, to pay to the Holder the Indebtedness represented by this Debenture, including the Principal Sum and Interest, as and when the same shall become due and payable, or affect the relative rights of the Holder and creditors of the Corporation other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Holder from exercising all principalremedies otherwise permitted by Applicable Law upon Default under this Debenture, interestsubject to the rights, feesif any, expenses and other amounts owing from time to time under this Section 3.1 of the holders of Senior Indebtedness in respect of assets of the Corporation received upon the exercise of any such Senior Debt;remedy. (b5) By its acceptance hereof, the Lender may not receive any payment in respect of any Obligations unlessHolder agrees, at acknowledges and accepts that the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender indebtedness hereunder shall not accept be secured by any mortgage, pledge, hypothec hypothec, charge or other chargesecurity interest granted in, lien or encumbrance on over, any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate property or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation assets of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsCorporation.

Subordination. The Lender hereby Each Obligor covenants and agrees as follows: (a) that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Obligor), fees, charges, expenses, reasonable attorneys’ fees and any other sum, obligation or liability owing by any other Obligor to such Obligor, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 14.16, postponed to the repayment prior payment in full of all other indebtedness of the Borrowers Obligations (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyherein, the “Senior DebtObligations”) and that the subordination is for the benefit of Agent and Lenders, and Agent may enforce such provisions directly (it being understood that nothing in this Section 14.16 shall prohibit any payment on any Intercompany Obligations so long as no Default or Event of Default has occurred and is continuing). (a) Each Obligor hereby (i) authorizes Agent to demand specific performance of the terms of this Section 14.16 whether or not any other Obligor shall have complied with any of the provisions hereof applicable to it, at any time when such Obligor shall have failed to comply with any provisions of this Section 14.16 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect remedy of such Senior Debt;specific performance. (b) Upon any distribution of assets of any Obligor in any dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the Lender may not benefit of creditors or otherwise) and subject to the provisions of Section 14.16: (i) Agent and Lenders shall first be entitled to receive payment in full in cash of the Senior Obligations before any Obligor is entitled to receive any payment in respect on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to which any other Obligor would be entitled except for the provisions of Section 14.16, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Agent, to the extent necessary to make payment in full of all Senior Obligations unlessremaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to Agent and Lenders. (iii) In the event that notwithstanding the foregoing provisions of Section 14.16, at any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, shall be received by any other Obligor on account of the time of Intercompany Obligations before all Senior Obligations are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to Agent for application to the payment of the Senior Debt Obligations until all of the Senior Obligations shall have been paid in full full, after giving effect to any concurrent payment or distribution or provision therefor to Agent and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt;Lenders. (c) the Lender shall not accept No right of Agent and Lenders or any mortgage, pledge, hypothec other present or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability future holders of any Senior Debt Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or object impaired by any act or failure to any borrowing under any Senior Debt; (e) act on the Lender agrees, at the request part of any holder Obligor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Obligor with the terms hereof, regardless of Senior Debt, to execute and deliver to any knowledge thereof which any such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbe otherwise charged with.

Subordination. The Lender hereby agrees (a) If an Event of Default (as followsdefined in the Indenture) has occurred and is continuing, the rights of holders of Common Securities to receive payments on liquidation, redemption and otherwise are subordinate to the rights of Preferred Securities to receive Guarantee Payments under this Guarantee. (b) In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest or any other payment due on any Senior Debt (as defined in the Indenture) (whether or not dependent upon the giving of notice, the lapse of time or both, or any other condition to such default becoming an event of default), unless and until such default shall have been cured or waived or shall have ceased to exist, and in the event that the maturity of any Senior Debt has been accelerated because of a default, then no Guarantee Payments shall be made hereunder by the Guarantor and neither the Guarantee Trustee nor any Holder shall have any rights or remedies hereunder to receive such Guarantee Payments. (c) In the event of any default (other than a default described in the immediately preceding paragraph) by the Guarantor under the terms of any instrument evidencing any Senior Debt (whether or not dependent upon the giving of notice, the lapse of time or both or any other condition), unless and until such default shall have been cured or waived or shall have ceased to exist, no Guarantee Payments shall be made hereunder by the Guarantor and neither the Guarantee Trustee nor any Holder shall have any rights or remedies hereunder to receive such Guarantee Payments. (d) In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any total or partial liquidation, dissolution or other winding-up of the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Guarantor, then and in any such event: (a1) the holders of Senior Debt shall be entitled to receive payment and satisfaction in full in cash of all amounts due on or in respect of all Senior Debt before any Guarantee Payment is made; and (2) any payment or distribution of assets of the Obligations is subordinated andGuarantor of any kind or character, subject whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Guarantee Trustee would be entitled but for the provisions of this Section 6.1, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the right holders of payment Senior Debt or their representative or representatives, or to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (trustee or trustees under any indenture under which any instruments evidencing any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewedhave been issued, extendedratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, increased to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or modified in any way from time distribution to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect the holders of such Senior Debt;, before any such payment or distribution is made to the Holders or to the Guarantee Trustee. (be) In the Lender may not receive event that, notwithstanding the foregoing, the Guarantee Trustee or any Holder shall have received any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, before all Senior Debt is paid and satisfied in full in cash, then and in such event such payment or distribution shall be held by the Guarantee Trustee or such Holder, as the case may be, in trust for the benefit of the holders of such Senior Debt and shall be immediately paid over or delivered forthwith to the liquidating trustee or agent or other Person making payment or distribution of assets of the Guarantor for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. (f) The consolidation of the Guarantor with, or the merger of the Guarantor with or into, another Person or the liquidation or dissolution of the Guarantor following the transfer of all its assets (as an entirety or substantially as an entirety) to another Person upon the terms and conditions set forth in Article 8 of the Indenture shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor for the purposes of this Section 6.1 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by transfer such assets (as an entirety or substantially as an entirety) shall, as a part of such consolidation, merger or transfer, comply with the conditions set forth in Article 8 of the Indenture. (g) Amounts paid or payable by the Guarantor under Article 9 hereof shall not be subject to the provisions and operation of this Article 6. (h) This Guarantee Agreement shall rank pari passu with any guarantee now or hereafter entered into by the Guarantor in respect of any Obligations unless, at the time preferred or preference stock of such payment, all amounts then due and owing under or in respect any Affiliate of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating Guarantor that is senior to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsCommon Stock.

Subordination. The Lender In the event that the Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a lien or security interest in any of the Accounts, or any financial asset credited thereto, the Intermediary hereby agrees as follows: subordinates any such lien or security interest therein to the security interest of the Collateral Trustee in the Accounts, in all property credited thereto and in all security entitlements with respect to such property. Without limitation of the foregoing, the Intermediary hereby subordinates to such security interest of the Collateral Trustee any and all statutory, regulatory, contractual or other rights now or hereafter existing in favor of the Intermediary over or with respect to the Accounts, all property credited thereto and all security entitlements to such property (aincluding (i) any and all contractual rights of set-off, lien or compensation, (ii) any and all statutory or regulatory rights of pledge, lien, set-off or compensation, (iii) any and all statutory, regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Collateral Trustee with respect to the Accounts or (iv) any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment, collateral assignment or granting of any type of security interest of the Intermediary in the Accounts), except the Intermediary may set off any payments made by check, wire transfer, ACH or otherwise that have been credited to any Account but are subsequently returned unpaid because of uncollected or insufficient funds and all amounts due to it in respect of reasonable fees and expenses for the routine maintenance and operation of the Accounts. Notwithstanding anything herein to the contrary, the Intermediary shall have a lien senior to that of the Collateral Trustee for any and all amounts required for the payment of the Obligations is subordinated andpurchase price of a financial asset, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (which purchase has been placed but not yet cleared or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationssettled.

Subordination. The Lender hereby agrees as follows: (a) Anything in the payment of Indenture or this Security notwithstanding, the Obligations Guarantee is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth in paragraph (b) belowprovided by Article 17 of the Indenture, postponed to the repayment prior payment in full full, or such payment duly provided for to the satisfaction of the holder of Guarantor Senior Debt, of all other indebtedness Guarantor Senior Debt (whether outstanding on the Issue Date or thereafter incurred). Anything in the Indenture or this Security notwithstanding, if any EPIL Default occurs and is continuing, then, to the extent and in the manner provided in Article 17 of the Borrowers Indenture, no payment or distribution of any kind or character shall be made (directly or indirectly) by or on behalf of the Company, the Guarantor or any of them) and all liabilities and obligations other Person on its or their behalf with respect to any Obligations or Guarantee Obligations under the Indenture, the Securities or the Guarantee, or to acquire any of the Borrowers (Securities for cash or property or otherwise, and the Guarantor will not permit the Company to make any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, distribution or acquisition until such EPIL Default (and all amounts then due other EPIL Defaults) shall have been cured or waived in accordance with the EPIL Agreements or ceased to exist or all EPIL Indebtedness with respect to which any EPIL Default has occurred and owing under or in respect of the Senior Debt is continuing, shall have been paid in full and no default exists in respect cash. Each Holder, by its acceptance hereof, agrees to bound by the provisions of Article 17 of the Senior Debt or any document evidencingIndenture and authorizes and expressly directs, securing or relating to the Senior Debt; (c) extent and in the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower manner provided in respect Article 17 of the Obligations; (d) Indenture, the Lender shall not initiate Trustee on its behalf to take such action as may be necessary or prosecute any claim, action or other proceeding challenging appropriate to effectuate the enforceability provisions of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation Article 17 of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsIndenture.

Subordination. The Lender In the event that the Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a lien or security interest in any of the Accounts, or any financial asset credited thereto, the Intermediary hereby agrees as follows: subordinates any such lien or security interest therein to the security interest of the Trustee in the Accounts, in all property credited thereto and in all security entitlements with respect to such property. Without limitation of the foregoing, the Intermediary hereby subordinates to such security interest of the Trustee any and all statutory, regulatory, contractual or other rights now or hereafter existing in favor of the Intermediary over or with respect to the Accounts, all property credited thereto and all security entitlements to such property (aincluding (i) any and all contractual rights of set-off, lien or compensation, (ii) any and all statutory or regulatory rights of pledge, lien, set-off or compensation, (iii) any and all statutory, regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Trustee with respect to the Accounts or (iv) any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment, collateral assignment or granting of any type of security interest of the Intermediary in the Accounts), except the Intermediary may set off any payments made by check, wire transfer, ACH or otherwise that have been credited to any Account but are subsequently returned unpaid because of uncollected or insufficient funds and all amounts due to it in respect of reasonable fees and expenses for the routine maintenance and operation of the Accounts. Notwithstanding anything herein to the contrary, the Intermediary shall have a lien senior to that of the Trustee for any and all amounts required for the payment of the Obligations is subordinated andpurchase price of a financial asset, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (which purchase has been placed but not yet cleared or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationssettled.

Subordination. The Lender hereby agrees as follows: (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANY OTHER AGREEMENT, DOCUMENT, CERTIFICATE, OR INSTRUMENT GIVEN IN CONNECTION WITH, RELATED TO OR AFFECTING THE NOTES, the Company’s obligation to make, and the Purchasers right to receive, any interest payments or distribution (whether in cash, securities (other than Common Shares issuable upon conversion of the Notes) or other property) or any direct or indirect payment of any kind or character (whether in cash, securities (other than Common Shares issuable upon conversion of the Obligations is Notes) or other property) in consideration for or otherwise in connection the Notes, including, without limitation, any amortization, retirement, purchase, redemption or other acquisition of any Note, or any options, warrants or rights to purchase or acquire any Notes or Common Shares of the Company (collectively, the “Restricted Payments”) are strictly junior and fully subordinated and, subject to the right of payment held by the holders of the Senior Debt (the “Senior Debt Holders”). If a default (however defined) under any document, instrument, or other agreement in any way related to the extent Senior Debt, whether such document, instrument, or other agreement exists on the Closing Date or is entered into after the Closing Date, exists at the time a Restricted Payment is to be made or would exist as a result of such Restricted Payment being made, (i) the Company shall not make, and no Purchaser is entitled to receive, any Restricted Payment unless and until the “Payment in Full of the Senior Debt” (as defined below); and (ii) no Purchaser shall be entitled to ask, demand, ▇▇▇ for, take or receive from the Company or any of its Subsidiaries, directly or indirectly, in cash or other property, or by set-off or in any other manner set forth (including without limitation from or by way of collateral) payment of any Restricted Payment unless and until the Payment in paragraph Full of the Senior Debt. (b) below, postponed The subordination of the rights of the Purchasers to the repayment Senior Debt Holders shall be effective both before and after the commencement of any Insolvency Proceeding (as defined below). All references in full of all other indebtedness of this Section 12.12 to the Borrowers (Company or any of themits Subsidiaries shall include such entity as a debtor-in-possession and any receiver or trustee for such entity in any Insolvency Proceeding. (c) As between the Purchasers and all liabilities the Senior Debt Holders and obligations without releasing or affecting any of its senior rights as to the Borrowers (Purchasers, any Senior Debt Holder may, one or more times, in its sole discretion, without notice to or the consent of any Purchaser, take any action with respect to the Company, any of its Subsidiaries or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), including, without limitation, one or more of the following actions: (i) extend credit to the Company or any of its Subsidiaries in such amounts as such Senior Debt Holder may be modified reneweddetermine or withhold credit from the Company or any of its Subsidiaries; (ii) release, extended, increased renew or modified in modify the obligations of the Company or any way from time to time and including all principal, interest, fees, expenses and of its Subsidiaries or any other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive person or entity obligated on any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt; (iii) release, exchange, modify, or surrender in whole or in part such Senior Debt have been paid in full and no default exists in Holder’s rights with respect to any security for any of the Senior Debt Debt; (iv) modify or alter the term, interest rate or due date of any document evidencing, securing or relating to payment of any of the Senior Debt; ; (cv) grant any postponements, compromises, indulgences, waivers, surrenders or discharges or modify the Lender shall not accept terms of its agreements with the Company or any mortgage, pledge, hypothec of its Subsidiaries; (vi) change its manner of doing business with the Company or any of its Subsidiaries or any other charge, lien person or encumbrance on any property, asset entity; (vii) obtain additional security for the Senior Debt; or undertaking (viii) impute payments or proceeds of any Borrower in respect security furnished for any of the Obligations; (d) Senior Debt, in whole or in part, to any of the Lender shall not initiate Senior Debt, or prosecute any claim, action retain the payments or other proceeding challenging proceeds as security for the enforceability of any Senior Debt or object to any borrowing under any without applying same toward payment of the Senior Debt; (e) the Lender agrees, at the request of . Each Purchaser waives and releases all claims and defenses arising from any such actions by any holder of Senior Debt, including, without limitation, claims and defenses relating to execute and deliver the inability to such holder a confirmation collect any Restricted Payment. No Senior Debt Holder will be liable for any action or failure to act under or in connection with any of the subordination provided for herein documents or instruments evidencing or securing the Senior Debt, it being understood that the decision of whether and when to act and the manner of proceeding under such instruments and documents are within the sole discretion of such Senior Debt Holders, and shall not be affected in any manner by the form attached as Exhibit Cexistence of the Company’s obligations hereunder. (d) For purposes hereof, but without prejudice “Payment in Full of the Senior Debt” means the satisfaction of all of the following: (i) the passage of 90 days after the indefeasible and final payment in full in cash of the Senior Debt, (ii) the termination of all hedging transactions with any Senior Debt Holder, (iii) the termination or expiration of all commitments of each Senior Debt Holder to advance funds or issue letters of credit, and (iv) the rights termination or expiration and return of all letters of credit issued by any Senior Debt Holder. For purposes hereof, “Insolvency Proceeding” means any distribution of all or any of the assets of any holder entity to creditors of Senior Debt that does not request such entity upon the dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief, or receive composition of such a confirmation; and (f) entity or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings or upon an assignment for the Borrowers are not restricted from incurring indebtedness benefit of creditors or charging their property any other marshalling of the assets and undertaking to secure any indebtedness liabilities of such entity or other obligationsotherwise.

Subordination. The Lender hereby agrees as follows: (a) indebtedness evidenced by, and the payment of the Obligations principal of and interest on, the Notes is hereby expressly subordinated andand made junior, subject to the right of payment to the extent and in the manner set forth in paragraph (b) belowthis Agreement, postponed to the repayment prior payment in full of all Senior Indebtedness of the Company and will rank pari passu in all respects with other subordinated indebtedness of the Borrowers Company. The Company hereby covenants and agrees that it will not, without the prior consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, incur in excess of Five Million Dollars ($5,000,000) of parri passu indebtedness at any time for so long as any principal of or interest on the Notes remains outstanding hereunder. As used herein, "Senior Indebtedness" means any indebtedness, including interest and collection charges, of them) the Company, whether now existing or hereafter created, and all liabilities and obligations refinancings thereof, to any bank, trust company, pension or profit-sharing trust (other than such a trust for the benefit of employees of the Borrowers (Company), insurance company or other financial institution, except any of them) to any holder of such indebtedness which by its express terms is not senior in right of payment to the Notes. As used in the foregoing definition, "indebtedness" means (i) all obligations for borrowed money or for the deferred portion of the purchase price of any kindasset, now or hereafter existing(ii) all rental obligations under leases which, direct or indirectin accordance with generally accepted accounting principles, absolute or contingent, joint or several, whether are shown as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, capitalized obligations on the “Senior Debt”), Company's balance sheet as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full date as of which indebtedness is to be determined, and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (ciii) the Lender shall not accept indebtedness secured by any mortgage, pledge, hypothec or other charge, lien or encumbrance security interest existing on any property, asset property owned by the Company whether or undertaking of any Borrower in respect of not the Obligations; (d) the Lender indebtedness secured thereby shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationshave been assumed.

Subordination. The Lender hereby agrees as follows: (a) Pursuant to paragraph (a) of Clause 16.2 (Financial Indebtedness), the payment Lessee acknowledges to and undertakes with the Lessor that, so long as there is any Notional Rent Outstanding, all loans granted by any member of the Obligations Group (each, a "Subordinated Creditor") to the Lessee pursuant to any of the Subordinated Loan Agreements (in this Clause 21.21, each, a "Subordinated Debt"): (i) are and shall be subordinated in all respects to all amounts owing and which may in future become owing by the Lessee under the Operative Documents to which it is subordinated a party; (ii) are and shall remain unsecured by any Lien over the whole or any part of the assets of any Lessee Party; (iii) shall be assigned to the Lessor by way of a subordination deed to be made between the Lessee, the relevant Subordinated Creditor and the Lessor prior to the granting of the relevant Subordinated Debt to the Lessee and a copy of each relevant Subordinated Loan Agreement shall be delivered to the Lessor (each "Approved Subordinated Loan Agreement"); and, (iv) are not and shall not be capable of becoming subject to the any right of payment to set-off or counterclaim, each such Subordinated Debt which has complied with the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether above provisions is defined as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior "Approved Subordinated Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;". (b) Subject to paragraph (a) above, the Lender Lessee may not receive repay any payment in respect interest or principal of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior each Approved Subordinated Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating pursuant to the Senior Debt;Approved Subordinated Loan Agreement from moneys permitted to be withdrawn from the Distribution Account. (c) the Lender The Lessee Note shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking constitute a Subordinated Loan Agreement for the purpose of any Borrower in respect of the Obligations; this Clause 16.5 (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSubordination).

Subordination. The Lender hereby agrees as follows: (a) All indebtedness owed by the payment of the Obligations is subordinated and, subject Borrower and its Subsidiaries to the Lender and its Affiliates, including the Lender’s right to receive payments of payment principal and interest under this Loan, shall be unsecured and is expressly subordinated to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness Section 3.2 of the Borrowers (Loan Agreement, in right of payment, to all principal of, interest on, and other payments due under all Senior Indebtedness. The term “Senior Indebtedness” shall mean any existing or future indebtedness owed by the Borrower to Laurus Master Fund, Ltd. or any of them) its Affiliates (and all liabilities their successors and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”assigns), as such Senior Debt the same may be amended, supplemented or otherwise modified renewed, extended, increased or modified in any way from time to time time. The provisions of this Section 3 are for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and including all principalthe Lender’s rights under this Agreement on the other hand, interestagainst the Borrower and its property, feesand nothing herein shall impair, expenses as between the Borrower and other amounts owing from time the Lender, the obligation of the Borrower under this Agreement, which is unconditional and absolute, to time in respect of such Senior Debt; (b) pay to the Lender may not receive any payment thereof the principal thereof and interest thereon in respect of any Obligations unlessaccordance with their terms and the provisions hereof; nor shall anything herein prevent the Lender from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating subject to the rights, if any, under this paragraph of holders of Senior Debt; (c) the Lender shall not accept any mortgageIndebtedness to receive cash, pledge, hypothec or other charge, lien or encumbrance on any property, asset stock or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate obligations from amounts payable or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice deliverable to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsLender.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “"Senior Debt”"), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: This Agreement, and any and all rights of Manager hereunder, are and shall be subject and subordinate to any financing (awhether senior financing, mezzanine level financing, or preferred equity) respecting the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers Project (or any portion thereof), including financings with affiliates of themManager (but excluding financings with affiliates of Owner) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”"Property Financings"), as and any ground or master lease with respect to the Project or any portion thereof, including any such Senior Debt leases with affiliates of Manager (but excluding any such leases with affiliates of Owner) (collectively, "Leases"), and all renewals, extensions, modifications, consolidations and replacements thereof, and to each and every advance made or hereafter to be made under any such Property Financings or Leases. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Manager shall promptly execute, acknowledge and deliver any instrument that Owner, the landlord under any of the Leases or the holder of any such Property Financings or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may be modified renewed, extended, increased or modified in reasonably request to evidence such subordination. At any way time and from time to time time, upon not less than ten (10) business days prior notice from Manager or Owner, Manager shall furnish to Owner, or a designee thereof, an estoppel certifying that this Agreement is unmodified and including all principalin full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), interestthe date to which Manager has been paid hereunder, fees, expenses and other amounts owing from time that to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect knowledge of the Senior Debt have been paid in full and certifying party, no default exists or an event of default has occurred and is continuing or, if a default or an event of default shall exist, specifying in respect reasonable detail the nature thereof and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any subordination or estoppel furnished pursuant to this Section 12.12 may be relied upon by Owner, and its affiliates, lenders, and any prospective landlord or lender of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender applicable Project. Manager shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object unreasonably withhold its consent to any borrowing under any Senior Debt; (e) the Lender agreesamendment to this Agreement reasonably required by such lender or lessor, at the request of any holder of Senior Debt, to execute and deliver to provided that such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that amendment does not request (i) increase Manager's financial obligations hereunder, or receive such (ii) have a confirmation; and material adverse effect upon Manager's rights hereunder, or (fiii) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsmaterially increase Manager's non-economic obligations hereunder.

Subordination. (a) The Subordinated Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated andthat all its right, subject title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness rights of the Borrowers (or any of them) and all liabilities and obligations Senior Lenders in respect of the Borrowers Senior Obligations, including the payment of principal, premium (or any of them) to any holder of such indebtedness if any), interest (including interest accruing during the pendency of any kindbankruptcy, now insolvency, receivership or hereafter existingother similar proceeding, direct regardless of whether allowed or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”allowable in such proceeding), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses expense and reimbursement obligations indemnification obligations and all other amounts owing from time to time payable under the Credit Agreement, any other Credit Document, or in respect of such Senior Debt;thereof. (b) The Borrower and the Subordinated Lender may not hereby agree that, notwithstanding any provision to the contrary in any agreement governing or evidencing Subordinated Obligations, no payment (whether directly, by purchase, redemption or exercise of any rights of setoff or otherwise and whether mandatory or voluntary) in respect of the Subordinated Obligations, whether of principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of the Borrower or received, accepted or demanded, directly or indirectly, by or on behalf of the Subordinated Lender at any time prior to the payment in full in cash of all the Senior Obligations. (c) Upon any distribution of all or substantially all of the assets of the Borrower or upon any dissolution, winding up, liquidation or reorganization of the Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower, or otherwise: (i) the Senior Lenders shall first be entitled to receive indefeasible payment in full in cash of the Senior Obligations (whenever arising) before the Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations of the Borrower, whether of principal, interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of the assets of; the Borrower of any kind or character, whether in cash, securities or other property, to which the Subordinated Lender would be entitled except for the provisions of this Section 1 shall be paid or delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. The Subordinated Lender agrees not to ask, demand, ▇▇▇ for or take or receive from the Borrower in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the Subordinated Obligations to the extent prohibited by the preceding sentence, and agrees that in connection with any proceeding involving the Borrower under any bankruptcy, insolvency reorganization, arrangement, receivership or similar law (i) the Agent is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Lender or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Obligations and enforcing any security interest or other lien securing payment of the Subordinated Obligation) as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Lenders and (ii) the Subordinated Lender shall duly and promptly take such action as the Agent, if any, may request to (A) collect amounts in respect of the Subordinated Obligations for the account of the Senior Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Obligations, (B) execute and deliver to such Agent such irrevocable powers of attorney, assignments or other instruments as such Agent may request in order to enable such Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Obligations unlessand (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations. A copy of this Subordination Agreement may be filed with any court as evidence of the Senior Lenders’ right, power and authority thereunder. (d) In the event that any payment by, or on behalf of, or distribution of the assets of, the Borrower of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be received by or on behalf of the Subordinated Lender or any Affiliate thereof at a time when such payment is prohibited by this Subordination Agreement, such payment or distribution shall be held by the time Subordinated Lender in trust (segregated from other property of the Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. (e) Subject to the prior indefeasible payment in full in cash of the Senior Obligations, the Subordinated Lender shall be subrogated to the rights of the Senior Lenders to receive payments or distributions in cash, securities or other property of the Borrower to the Senior Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full in cash, and, as between and among the Borrower, its creditors (other than the Senior Lenders) and the Subordinated Lender, no such payment or distribution made to the Senior Lenders by virtue of this Subordination Agreement that otherwise would have been made to the Subordinated Lender shall be deemed to be a payment by the Borrower on account of the Subordinated Obligations, it being understood that the provisions of this paragraph (e) are intended solely for the purpose of defining the relative rights of the Subordinated Lender and the Senior Lenders. (f) Without the prior written consent of the Agent, the Borrower shall not give, or permit to be given, and the Subordinated Lender shall not receive, accept or demand, (i) any security of any nature whatsoever for the Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Borrower or any Subsidiary of the Borrower or (ii) any guarantee, of any nature whatsoever, by the Borrower or any Subsidiary of the Borrower, of the Subordinated Obligations other than any guarantee subordinated to the Senior Obligations on terms substantially identical to (and no less favorable in any significant respect to the Senior Lender than) those hereof. The Subordinated Lender agrees that all the proceeds of any such security or guarantee shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Subordinated Obligations. (g) Any and all instruments or records now or hereafter creating or evidencing the Subordinated Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, shall contain the following legend: “Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent permitted under the Subordination Agreement, dated [ ], [ ] 20[ ], among, inter alia, [ ] and [ ], which Subordination Agreement is incorporated herein with the same effect as if fully set forth herein.” (h) The Subordinated Lender agrees that, except for claims submitted in any proceeding contemplated by Section 2(c) hereof, it will not take any action to cause the Subordinated Obligations to become payable prior to their scheduled maturity or exercise any remedies or take any action or proceeding to enforce the Subordinated Obligations if the payment of such paymentSubordinated Obligation is then prohibited by this Subordination Agreement, all amounts then due and owing under the Subordinated Lender further agrees not to file, or to join with any other creditors of the Borrower in filing, any petition commencing any bankruptcy, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of creditors against or in respect of the Senior Debt have been paid Borrower or any other marshalling of the assets and liabilities of the Borrower (provided, that this prohibition shall in full and no default exists event be construed so as to limit the Subordinated Lender’s right to cause the Subordinated Obligations to become payable prior to their scheduled maturity if all the outstanding Loans in respect of the Senior Debt or any document evidencing, securing or relating Borrower under the Credit Agreement have been declared due and payable prior to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsscheduled maturity dates).

Subordination. 1.1 The Junior Lender hereby agrees as follows: (a) subordinates the payment of indebtedness evidenced by the Obligations is subordinated andJunior Debt Instruments, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of any and all other indebtedness now or at any time or times hereafter owing by the Borrower, or any successor or assign of the Borrowers Borrower, including without limitation, a receiver, trustee or debtor-in-possession (the term "Borrower" as used hereinafter shall include any such successor or any of them) and all liabilities and obligations of the Borrowers (or any of themassign) to any holder of the Junior Lender, whether such indebtedness of any kind, now or hereafter existing, direct or indirect, is absolute or contingent, joint direct or severalindirect and howsoever evidenced, whether as principal or surety including without limitation, all interest thereon, including pre-petition and whether under a credit agreementpost-petition interest, promissory notefees and expenses and any other charges, guarantee or otherwise and any refinancings thereof (collectively, the “"Junior Debt") to any and all indebtedness now or at any time hereafter owing by the Borrower to the Senior Debt”)Lender, as such Senior Debt may be modified renewedwhether absolute or contingent, extendeddirect or indirect and howsoever evidenced, increased or modified in any way from time to time including, but not limited to, all pre-petition and including all principal, interestpost-petition interest thereon, fees, expenses and all other amounts owing demands, claims, liabilities or causes of action for which the Borrower may now or at any time or times hereafter in any way be liable to the Senior Lender, whether under any agreement, instrument or document executed and delivered or made by the Borrower to the Senior Lender or otherwise, including any refinancings thereof (collectively, the "Senior Debt"). 1.2 The Junior Lender hereby subordinates all security interests, liens, encumbrances and claims, whether now existing or hereafter arising, which in any way secure the payment of the Junior Debt (the "Junior Lender's Collateral") to all security interests, liens, encumbrances and claims, whether now existing or hereafter arising, which in any way secure the payment of the Senior Debt (the "Senior Lender's Collateral"). 1.3 The Junior Lender shall not take any action to enforce any of its liens on the Junior Lender's Collateral, and shall not ask for or receive from the Borrower or any other person or entity any security for the Junior Debt not specifically granted by the Junior Debt Instruments. 1.4 The Junior Lender agrees that it shall have no right to possession of any assets included in the Junior Lender's Collateral or in the Senior Lender's Collateral, whether by judicial action or otherwise. 1.5 The Junior Lender agrees to instruct the Borrower not to pay, and agrees not to accept payment of, or assert, demand, ▇▇▇ for or seek to enforce against the Borrower or any other person or entity, by setoff or otherwise, all or any portion of the Junior Debt with the exception that the Borrower may pay accrued interest (but no principal) on the Junior Debt Instruments at a per annum rate of interest not in excess of the rate in effect from time to time in respect under the Junior Debt Instruments (which rate may not be increased without the prior written consent of such the Bank); provided, however, that the Borrower shall not pay, and the Junior Lender shall not accept, any payments of the Junior Debt following the occurrence of a default under any of the loan documents evidencing the Senior Debt;. 1.6 The Junior Lender hereby assigns to the Senior Lender and subrogates to the Senior Lender all of the Junior Lender's right, title and interest in and to the Junior Debt and the Junior Lender's Collateral, and hereby irrevocably authorizes the Senior Lender (bi) the Lender may not receive to collect, receive, enforce and accept any payment in respect and all sums or distributions of any Obligations unlesskind, at the time of such paymentwhether cash, all amounts then due and owing under securities or other property, that may become due, payable or distributable on or in respect of the Junior Debt or the Junior Lender's Collateral, whether paid directly by the Borrower or paid or distributed in any liquidation, bankruptcy, arrangement, receivership, assignment, reorganization or dissolution proceedings or otherwise, and (ii) in the Senior Debt have been paid Lender's sole discretion, to make, present and vote claims therefor in, and take such other actions as the Senior Lender deems necessary or advisable in full connection with, any such proceedings, either in the Senior Lender's name or in the name of the Junior Lender, including, but not limited to, any election in any proceeding instituted under Chapter 11 of Title 11 of United States Code (11 U.S.C. § 101 et. seq.) (the "Bankruptcy Code"); and no default exists in respect agrees that upon the written request of the Senior Lender it will promptly assign, endorse and deliver to and deposit with the Senior Lender all agreements, instruments and documents evidencing the Junior Debt, including without limitation the Junior Debt Instruments. 1.7 The Junior Lender hereby agrees that all agreements, instruments and documents evidencing the Junior Debt and the Junior Lender's Collateral will be endorsed with proper notice of this Subordination Agreement as follows: "This Note is subordinated to all indebtedness now or any document evidencinghereafter owing by the maker to Charter One Bank, securing or relating N.A., Chicago, Illinois, as provided in that certain Subordination Agreement dated as of January _____, 2006." The Junior Lender will promptly deliver to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect a certified copy of the Obligations; (d) the Lender shall not initiate or prosecute Junior Debt Instruments, as well as certified copies of all other agreements, instruments and documents hereafter evidencing any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Junior Debt, in each case showing such endorsement. 1.8 The Junior Lender agrees to execute receive and deliver hold in trust for and promptly turn over to such holder a confirmation of the subordination provided for herein Senior Lender, in the form attached as Exhibit Creceived (except for the endorsement or assignment by the Junior Lender where necessary), but without prejudice any sums at any time paid to, or received by, the Junior Lender in violation of the terms of this Subordination Agreement and to reimburse the Senior Lender for all costs, including reasonable attorney's fees, incurred by the Senior Lender in the course of collecting said sums should the Junior Lender fail to voluntarily turn the same over to the rights Senior Lender as herein required. 1.9 The Junior Lender hereby irrevocably makes, constitutes and appoints the Senior Lender (and any officer of the Senior Lender or any person designated by the Senior Lender for that purpose) as the Junior Lender's true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Junior Lender's name, place and stead, with full power of substitution, to (i) take any and all actions as are permitted in this Subordination Agreement, (ii) execute such financing statements and other documents and to do such other acts as the Senior Lender may require to perfect and preserve the Junior Debt and the Junior Lender's Collateral, and (iii) carry out any remedy provided for in this Subordination Agreement. The Junior Lender hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. The Junior Lender hereby ratifies and confirms all that said attorney-in-fact may do or cause to be done by virtue of any holder provision of this Subordination Agreement. 1.10 The Junior Lender agrees that it shall not modify or amend any agreement, instrument or document evidencing or securing the Junior Debt, including without limitation the Junior Debt Instruments, without the prior written consent of the Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsLender.

Subordination. The Lender indebtedness evidenced by this Note is hereby agrees as follows: (a) the payment of the Obligations is subordinated andexpressly subordinated, subject to the right of payment to the extent and in the manner hereinafter set forth forth, in paragraph (b) below, postponed right of payment to the repayment prior payment in full of all of Company’s Senior Indebtedness. Upon any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangement which creditors (whether or not pursuant to bankruptcy or other indebtedness insolvency laws), sale of all or substantially all of the Borrowers (assets, dissolution, liquidation, or any of them) and all liabilities and obligations other marshaling of the Borrowers assets and liabilities of the Company or in the event this Note shall be declared due and payable, (or any of themi) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or severalno amount shall be paid by the Company, whether as principal in cash or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or property in respect of the principal of or interest on this Note at the time outstanding, unless and until the full amount of any Senior Debt Indebtedness then outstanding shall be paid in full, and (ii) no claim or proof of claim shall be filed with the Company by or on behalf of the holder of this Note which shall assert any right to receive any payments in respect of the principal of and interest on this Note except subject to the payment in full all of the Senior Indebtedness then outstanding. If an event of default has occurred with respect to any Senior Indebtedness, permitting the holder thereof to accelerate the maturity thereof, then unless and until such event of default shall have been cured or waived or shall have ceased to exist, or all Senior Indebtedness shall have been paid in full and full, no default exists payment shall be made in respect of the Senior Debt principal of or any document evidencinginterest on this Note. Nothing contained in this the preceding paragraphs shall impair, securing or relating as between the Company and the Investor, the obligation of the Company, which is absolute and unconditional, to pay to the Investor hereof the principal hereof and interest hereon as and when the same shall become due and payable, or shall prevent the Investor, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law, all subject to the rights, if any, of the holders of Senior Debt; (c) Indebtedness under the Lender shall not accept any mortgage, pledge, hypothec preceding paragraphs to receive cash or other charge, lien properties otherwise payable or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice deliverable to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking Investor pursuant to secure any indebtedness or other obligationsthis Note.

Subordination. The Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Trustee or the Noteholders on the Common Collateral or of any Liens granted to the First-Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Noteholder Documents or the Senior Lender Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Indebtedness and/or the Noteholder Claims, for example, the circumstance of non-perfection of the Lien purporting to secure the Senior Lender Claims and perfection of the Lien purporting to secure the Noteholder Claims), the Trustee and the Noteholder Collateral Agent, on behalf of themselves and the Noteholders, hereby agrees as follows: agree that: (a) any Lien on the payment Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Obligations is subordinated andFirst-Lien Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, subject whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the right Common Collateral securing any of payment to the extent Noteholder Claims and in the manner set forth in paragraph (b) below, postponed to any Lien on the repayment in full of all other indebtedness of the Borrowers (or Common Collateral securing any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Noteholder Claims now or hereafter existingheld by or on behalf of the Trustee, direct the Noteholder Collateral Agent, or indirect, absolute any Noteholders or contingent, joint any agent or severaltrustee therefor regardless of how acquired, whether as principal by grant, statute, operation of law, subrogation or surety otherwise, shall be junior and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, subordinate in all respects to all Liens on the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, Common Collateral securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under Lender Claims. All Liens on the Common Collateral securing any Senior Debt; (e) Lender Claims shall be and remain senior in all respects and prior to all Liens on the Lender agrees, at the request of Common Collateral securing any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided Noteholder Claims for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsall purposes.

Subordination. The In consideration of the Lenders agreeing to make the Facility available to the Subordinated Lender hereby upon the terms and conditions of the Facility Agreement and as a continuing security for the due and punctual performance and discharge of the Secured Obligations, the Subordinated Lender agrees that throughout the continuance of this Deed and so long as follows:the Secured Obligations or any part thereof remains owing:- (a) the Subordinated Indebtedness owing to it:- (i) is, and shall remain, subordinated and the payment thereof deferred to all and any rights, claims and actions which the Security Trustee or any Finance Party may now or hereafter have against any of the Debtors in respect of the Secured Obligations; (ii) shall not be repaid or repayable, in whole or in part, except with the prior written consent of the Security Trustee or in the event of the winding-up, liquidation or dissolution of any of the Debtors (or any proceedings analogous thereto); (iii) shall not, except with the prior written consent of the Security Trustee, be subject to payment of interest (although interest may accrue thereon); (iv) is and shall remain unsecured by any Security Interest over the Obligations whole or any part of the assets of any of the Debtors; (v) is subordinated andnot, and shall not become capable of being, subject to the any right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (set-off or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debtcounterclaim; (b) the Subordinated Lender may shall not claim, request, demand, ▇▇▇ for, take or receive (whether by set-off or in any payment in respect other manner and whether from any of the Debtors or any Obligations unless, at the time of such payment, all amounts then due and owing under other person) any money or other property in respect of the Senior Debt have been paid in full and no default exists in respect Subordinated Indebtedness or any part thereof except with the prior written consent of the Senior Debt or any document evidencing, securing or relating to the Senior DebtSecurity Trustee; (c) if any monies (including the Lender shall not accept proceeds of any mortgage, pledge, hypothec set-off or counterclaim) or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower property are received in respect of the Subordinated Indebtedness by or on behalf of the Subordinated Lender, it shall forthwith pay or transfer the same to the Security Trustee and the Security Trustee shall apply the same in or towards satisfaction of the Secured Obligations;; and (d) if any Security Interest is created as security for the Lender Subordinated Indebtedness then, immediately on the creation thereof, the benefit of such Security Interest shall not initiate be assigned or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation transferred in favour of the subordination provided Security Trustee as security for herein in the form attached as Exhibit C, but without prejudice to Secured Obligations and any instrument or agreement evidencing such [Group Subordination Deed] Security Interest shall be deposited with the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSecurity Trustee.

Subordination. The Lender hereby agrees as follows: (a) the payment Note is a secured obligation of the Obligations is subordinated andCompany, subject in priority second only to the existing indebtedness of the Company to Coast Business Credit, a division of Southern Pacific Bank (the "Senior Debt"). The Note shall be subordinated in right of payment to the extent Senior Debt. The Lender agrees to execute any subordination agreement reasonably requested by any holder of the Senior Debt. No payment may be made by the Company on account of the principal of and interest on the Note, unless and until the principal of and interest of the Senior Debt is either current or until such payment default has been cured or waived or otherwise has ceased to exist. Upon any distribution of assets of the Company or upon any dissolution, winding up, liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the manner set forth benefit of creditors or any marshaling of assets or liabilities, (i) the holders of all Senior Debt will first be entitled to receive payment in paragraph full (bor have such payment duly provided for) belowbefore the Lender is entitled to receive any payment on account of the principal of, postponed premium, if any, or interest on, the Note and (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities to which the Lender would be entitled (by setoff or otherwise), except for the subordination provisions contained in this Agreement, will be paid by the liquidating trustee or agent or other person making such a payment or distribution directly to the repayment lenders of Senior Debt or their representative to the extent necessary to make payment in full of all other indebtedness such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Borrowers (Company shall be received by the Lender at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the holders of Senior Debt, and shall be paid or delivered by the Lender, as the case may be, to the holders of the Senior Debt remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewedhave been issued, extended, increased or modified in any way from time ratably according to time and including all principal, interest, fees, expenses and other the aggregate amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect remaining unpaid on account of the Senior Debt have been paid held or represented by each, for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay or to provide for the payment of all such Senior Debt in full and no default exists in respect after giving effect to any concurrent payment or distribution to the holders of the Senior Debt Debt. No provision contained in this Agreement or any document evidencingthe Note will affect the obligation of the Company, securing or relating which is absolute and unconditional, to pay, when due, principal of and premium, if any, and interest on the Senior Debt; (c) Note as and when the Lender same shall become due and payable. The subordination provisions of this Agreement and the Note will not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking prevent the occurrence of any Borrower in respect default or event of default under this Agreement or the Obligations; (d) the Lender shall not initiate Note or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to limit the rights of the Lender, subject to the preceding paragraphs, to pursue any holder of Senior Debt that does not request other rights or receive such a confirmation; and (f) remedies with respect to the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsNote.

Subordination. The Lender hereby agrees as follows: (a) The Corporation covenants and agrees, and the Holder likewise covenants and agrees, that no payment shall be made by the Corporation on account of principal of or interest on this Note, or otherwise, if there shall have occurred and be continuing, and the Corporation and the Holder shall have received notice from the holder or holders of, a default with respect to any Senior Indebtedness (i) permitting the acceleration thereof and such default is the subject of a judicial proceeding, or (ii) in an aggregate principal amount of not less than One Million Dollars ($1,000,000) entitling such holder or holders to compel the acceleration thereof (provided, however, that in the case of Senior Indebtedness issued pursuant to an indenture, such notice may be validly given only by the trustee under such indenture), unless and until such default or Event of Default shall have been cured or waived or shall have ceased to exist or such notice is withdrawn or found by a court of competent jurisdiction to be invalid. (b) Upon any payment by the Corporation or distribution of assets of the Corporation of any kind or character, whether in cash, property, or securities, to creditors of the Corporation upon any dissolution or winding up or liquidation or reorganization of the Corporation, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in money or money's worth, or payment thereof provided for, before any payment is made on account of the principal of or interest on this Note and upon such dissolution or winding up or liquidation or reorganization, any payment by the Corporation, or distribution of assets of the Corporation of any kind or character, whether in cash, property, or securities, to which the Holder would be entitled except for the provisions hereof, shall be paid by the Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making such payment or distribution directly to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holder. (c) The foregoing notwithstanding, in the event that any payment of or distribution of assets of the Corporation of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Holder before all Senior Indebtedness is paid in full in money or money's worth, or provision is made for such payment, then and in such event such payment or distribution shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the Obligations is subordinated andextent necessary to pay all Senior Indebtedness in full in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness (but subject to the right power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such court to give effect to the rights conferred herein upon the Senior Indebtedness and the holders thereof with respect to this Note or the Holder hereof by a lawful plan or reorganization or readjustment under applicable bankruptcy law). (d) The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the obligations of the Holder to the holders of Senior Indebtedness: (i) change the manner, place, or terms of payment or change or extend the time of payment of, or renew or alter Senior Indebtedness, or otherwise amend, in any manner, Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; provided, however, that the average weighted maturity of such Senior Indebtedness shall not be decreased without the consent of the Holder; (ii) sell, exchange, release, or otherwise deal with any property pledged, mortgaged, or otherwise securing Senior Indebtedness; (iii) release any person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Corporation and any other person. (e) Subject to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment payment in full of all amounts then due (whether by acceleration of the maturity thereof or otherwise) on account of the principal of, premium, if any, and interest on all Senior Indebtedness at the time outstanding, the Holder shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property, or securities of the Corporation applicable to the Senior Indebtedness until the principal of and interest on this Note shall be paid in full; and, for the purposes of such subrogation, no payments or distributions by the Corporation to the holders of Senior Indebtedness of any cash, property, or securities to which the Holder would be entitled except for the provisions hereof, and no payments over pursuant to the provisions hereof to the holders of Senior Indebtedness by the Holder, shall, as between the Corporation, its creditors other than holders of Senior Indebtedness, and the Holder, be deemed to be a payment by the Corporation to or on account of the Senior Indebtedness. (f) It is understood that the foregoing provisions of this Note are and are intended solely for the purpose of defining the relative rights of the Holder on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Note is intended to or shall impair, as among the Corporation, its creditors other than the holders of Senior Indebtedness, and the Holder, the obligation of the Corporation, which is absolute and unconditional, to pay to the Holder the principal of and interest on this Note as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holder and creditors of the Corporation other than the holders of Senior Indebtedness, nor shall anything herein prevent the Holder from exercising all remedies otherwise permitted by applicable law upon default under this Note or the Note Purchase Agreement. (g) Upon any payment or distribution of assets of the Corporation referred to herein, the Holder shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation, or reorganization proceedings are pending, or certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making such payment or distribution, delivered to the Holder, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Borrowers (Corporation, the amount thereof or any of them) payable thereon, the amount or amounts paid or distributed thereon, and all liabilities and obligations of other facts pertinent thereto. (h) The Corporation shall give prompt written notice to the Borrowers (or any of them) to any holder of such indebtedness Holder of any kind, now fact known to the Corporation that would prohibit the making of any payment of moneys to or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, by the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time Corporation in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsthis Note.

Subordination. The Lender hereby agrees Except as follows: (a) otherwise permitted in Section 4 ------------- below, the Borrower shall not pay, and the Creditor shall not accept, any payment with respect to, or on account of, the Subordinated Debt until the full and final payment of all of the Obligations is subordinated andSenior Debt. Without limiting the generality of the foregoing, subject in the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower or the proceeds thereof to the right creditors of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other Borrower or upon any indebtedness of the Borrowers (Borrower, by reason of the liquidation, dissolution or other winding up of the Borrower or the Borrower's business, or in the event of any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against the Borrower for any relief under any bankruptcy or insolvency law or laws relating to the relief of them) debtors, readjustment of indebtedness, reorganization, compositions or extensions, then and all liabilities and obligations in any such event any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any of the Borrowers (Subordinated Debt shall be paid or any of them) delivered directly to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Lender for application to the Senior Debt may be modified renewed, extended, increased (whether or modified in any way from time to time and including not the same is then due) until all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have has been fully paid and discharged. The Creditor acknowledges that the Borrower granted to the Lender a Lien in full and no default exists in respect substantially all of the Senior Debt or assets of the Borrower and that any document evidencingclaim of the Creditor to any of the assets of the Borrower shall be, securing or relating and is hereby made, subordinate and subject to the Senior Debt; (c) Lien of the Lender, whether the Lien of the Lender shall not accept any mortgage, pledge, hypothec is perfected or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsnot.

Subordination. The Lender hereby agrees as follows: Notwithstanding anything to the contrary contained in this Note, the Maker and the Payee agree that all indebtedness evidenced by this Note, including principal, interest and all other amounts payable hereunder (a) collectively, the payment “Subordinated Indebtedness”), shall be and remain junior and subordinate to any and all indebtedness, obligations and liabilities, including principal and interest, of the Obligations is subordinated and, subject Maker to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Senior Lenders now existing or hereafter existingarising, whether direct or indirect, secured or unsecured, absolute or contingent, joint or several or joint and several, and howsoever owned, held or acquired, whether through discount, purchase, direct loan or as principal or surety and whether under a credit agreement, promissory note, guarantee collateral or otherwise and all post-petition interest in a bankruptcy or similar proceeding whether or not allowed (collectively, the “Senior DebtSuperior Indebtedness”), all on the following terms and conditions: (a) So long as any Superior Indebtedness shall remain outstanding and unpaid or the Senior Lenders have any obligation to extend credit to the Maker, no payment either of principal or interest (notwithstanding the expressed maturity or any time for the payment of principal of or interest on any Subordinated Indebtedness) shall be made on the Subordinated Indebtedness prior to January 31, 2011, and thereafter, such Senior Debt may payments shall only be modified renewedpermitted with the Administrative Agent’s prior written consent. The Payee will take no steps, extendedwhether by suit or otherwise, increased to compel or modified enforce the collection of Subordinated Indebtedness, nor will the Payee use Subordinated Indebtedness by way of counterclaim, set-off, recoupment or otherwise so as to diminish, discharge or otherwise satisfy in whole or in part any way from time indebtedness or liability of the Payee to time the Maker, whether now existing or hereafter arising and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;howsoever evidenced. (b) In the Lender may not receive any payment in respect event of any Obligations unlessdistribution, at dividend, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the time assets of such paymentthe Maker or of the proceeds thereof to the creditors of the Maker or upon any indebtedness of the Maker, all amounts then due occurring by reason of the liquidation, dissolution, or other winding up of the Maker, or by reason of any execution sale, or bankruptcy, receivership, reorganization, arrangement, insolvency, liquidation or foreclosure proceeding of or for the Maker or involving its property, no dividend, distribution or application shall be made, and owing under the Payee shall not be entitled to receive or retain any dividend, distribution, or application on or in respect of the Senior Debt principal of or interest on Subordinated Indebtedness, unless and until all principal of and interest on Superior Indebtedness then outstanding shall have been paid and satisfied in full full, and no default exists in any such event any dividend, distribution or application otherwise payable in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt;Subordinated Indebtedness shall be paid and applied on Superior Indebtedness until such Superior Indebtedness has been fully paid and satisfied. (c) No Senior Lender need at any time give the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking Payee notice of any Borrower in respect kind of the Obligations;creation or existence of any Superior Indebtedness, nor of the amount or terms thereof, all such notice being hereby expressly waived. Also, the Senior Lenders may at any time from time to time, without the consent of or notice to the Payee, without incurring responsibility to the Payee, and without impairing or releasing the obligation of the Payee under this Note (i) renew, refund or extend the maturity of, or increase or decrease the amount of, any Superior Indebtedness, or any part thereof, or otherwise revise, amend or alter the terms and conditions thereof, (ii) sell, exchange, release or otherwise deal with any property by whomsoever at any time pledged, mortgaged or otherwise hypothecated or subjected to a lien to secure any Superior Indebtedness, and (iii) exercise or refrain from exercising any rights against the Maker and others, including the Payee. (d) The Payee will not sell, assign or otherwise transfer any Subordinated Indebtedness, or any part thereof, except subject to and in accordance with the Lender shall not initiate terms of this Note and upon the agreement of the transferee or prosecute any claim, action or other proceeding challenging assignee to abide by and be bound by the enforceability terms of any Senior Debt or object to any borrowing under any Senior Debt;this Note. (e) The Payee represents and warrants that the Lender agreesPayee has no lien on or security interest in any assets of the Maker and will not accept any such lien or security interest so long as any Superior Indebtedness shall remain outstanding and unpaid or the Senior Lenders have any obligations to extend credit to the Maker. Notwithstanding the foregoing, at the request Payee expressly subordinates all of the Payee’s rights in any collateral now or later securing the Subordinated Indebtedness (the “Collateral”) to all rights of Fifth Third Bank, as Administrative Agent for the Senior Lenders, and any and all of its successors and assigns (collectively, the “Administrative Agent”), now or later existing in any of the same Collateral to secure the Superior Indebtedness, and any and every lien or security interest with respect to the Collateral in favor of or held for the benefit of the Administrative Agent has and shall have priority over every lien and security interest that the Payee now has or may hereafter acquire with respect to the Collateral, all notwithstanding any statement or provision contained in the instruments evidencing the Subordinated Indebtedness, or agreements with respect thereto or otherwise to the contrary and irrespective of the time or order of filing or recording of financing statements, deeds of trust, mortgages or other notices of security interests, liens or assignments granted pursuant thereto, and irrespective of anything contained in any filing or agreement to which any part hereto or its respective successors and assigns may now or hereafter be a party, and irrespective of the ordinary rules for determining priorities under the Uniform Commercial Code of the State of Ohio or under any other law governing the relative priorities of secured creditors. The Payee consents to the creation and continuance of all present and future liens and security interests of the Administrative Agent in the Collateral to secure the Superior Indebtedness and to the enforcement of those liens and security interests, including the removal of the Collateral from the real property of the Maker. This subordination as to the Collateral is intended to define the rights and duties of the Administrative Agent and the Payee; it is not intended that any third party shall benefit from it. If the effect of any holder provision of Senior Debtthis Note would be to give any third party a priority status to which that party would not otherwise be entitled, that provision shall, to execute the extent necessary to avoid that priority, be given no effect and deliver to such holder a confirmation the rights and priorities of the subordination provided for herein Administrative Agent and the Payee shall be determined in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; andaccordance with applicable law. (f) If notwithstanding the Borrowers are provisions of this Section 7, the Payee shall receive any payment of principal or interest on Subordinated Indebtedness which the Maker is not restricted from incurring indebtedness entitled to make pursuant to the terms hereof, whether or charging their property not the Payee has knowledge that the Maker is not entitled to make such payment, the Payee shall promptly account for such payment and undertaking upon the Administrative Agent’s demand pay over such payment to secure the Administrative Agent for application to the Superior Indebtedness owing to the Senior Lenders. No payment or any indebtedness distribution received by the Administrative Agent in respect of Subordinated Indebtedness pursuant to any of the terms hereof shall entitle the Payee to any right, whether by virtue of subrogation or other otherwise, in and to any Superior Indebtedness unless and until all Superior Indebtedness owing to the Senior Lenders has been fully paid and satisfied and the Senior Lenders obligations, if any, to extend credit to the Maker have expired or otherwise been terminated.

Subordination. The Lender hereby agrees as follows: (a) You agree that, until the payment of the Obligations is subordinated andTermination Date, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or Borrower to You, including any of them) and all liabilities present and obligations future indebtedness regardless of the Borrowers (its nature or any manner of them) to any holder of such indebtedness of any kind, origination now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety to become due and whether under a credit agreement, promissory note, guarantee or otherwise owing by Borrower to You (collectively, the “Senior DebtSubordinated Indebtedness”), as such Senior Debt may are subordinated and shall be modified renewedinferior, extendedin all respects, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;the Secured Obligations. (b) In no circumstance shall any Subordinated Indebtedness be entitled to any collateral security; provided, that in the Lender may event any such collateral security exists, You agree that any now existing or hereafter arising Lien upon any of the assets of Borrower in favor of You, whether created by contract, assignment, subrogation, reimbursement, indemnity, operation of law, principles of equity or otherwise, shall be junior and inferior to, and is subordinated in priority to any now existing or hereafter arising Liens in favor of Us or in and against the Pledged Collateral, regardless of the time, manner or order of creation, attachment or perfection of the respective Liens. (c) From and after the occurrence and during the continuation of an Event of Default, You shall not assert, collect, accept payment on or enforce any of the Subordinated Indebtedness or take collateral or other security to secure payment of the Subordinated Indebtedness until the Termination Date. From and after the occurrence and during the continuation of an Event of Default, You shall not demand payment of, accelerate the maturity of, or declare a default or event of default under the Subordinated Indebtedness until the Termination Date. From and after the occurrence and during the continuation of an Event of Default, You shall not cause or permit Borrower to make or give, and You shall not receive any or accept, payment in respect any form (whether direct or indirect, including by transfer to an Affiliate or Subsidiary of Borrower, to You) on account of the Subordinated Indebtedness, make any Obligations unless, at the time of such payment, all amounts then due and owing under or transfers in respect of the Senior Debt have been paid Subordinated Indebtedness without the express prior written consent of Us (which consent may be withheld for any reason in full Our sole discretion), or give any collateral security for the Subordinated Indebtedness. You agree that any payment, transfer, or collateral security so made or given by Borrower and no default exists received or accepted by You, in respect violation of the Senior Debt this Guaranty, without Our express prior written consent, shall be held in trust by You for Our account, and You shall immediately turn over, in kind, any such payment to Us for application in reduction of, or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached case of property other than cash) as Exhibit Csecurity for, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsYour obligations hereunder.

Subordination. The Lender hereby agrees as follows: (a) the payment All claims of the Obligations Holder to principal, interest and any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) is hereby expressly subordinated andin right of payment, subject as herein set forth, to the right of prior payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of Senior Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Borrowers Maker, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or any of them) and all liabilities and obligations of the Borrowers (or any of themotherwise) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, collect the “Senior Debt”Junior Indebtedness), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessif, at the time of such payment, all amounts exercise or immediately after giving effect thereto, (i) there shall exist any “default” or “event of default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any of the Senior Indebtedness has been accelerated and such acceleration has not been waived or such Senior Indebtedness has not been paid in full; provided, however, that (x) in the event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Holder may accelerate the indebtedness evidenced by this Note, and (y) if the Maker is permitted under the terms of the Senior Indebtedness to pay an amount due and owing under or in respect this Note and fails to make such payment, then so long as the terms of the Senior Debt have been Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). (b) Upon any payment or distribution of assets of the Maker of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Maker, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness of the Maker shall first be paid in full full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and no default exists upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Maker of any kind or character, whether in respect cash, property or securities, to which the Holder as holder of the Junior Indebtedness would be entitled except for the provisions hereof, shall be paid by the Maker or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holder if received by ▇▇▇▇▇▇, directly to the holder of the Senior Debt Indebtedness, or any document evidencingits representatives, securing or relating to the extent necessary to pay all such Senior Debt;Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness. (c) If the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect holders of the Obligations;Senior Indebtedness in good faith believe Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Senior Indebtedness may do so for Holder. (d) In the Lender shall not initiate event that any payment or prosecute any claim, action or other proceeding challenging distribution of assets of the enforceability Maker of any kind or character, whether in cash, property or securities, prohibited by the foregoing shall be received by the Holder before all the Senior Debt Indebtedness is paid in full, or object provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Senior Indebtedness or their representative or representatives, as their respective interests may appear, for application to the payment of all the Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full, in money, in accordance with its terms, after giving effect to any borrowing under any concurrent payment or distribution to or for the holders of such Senior Debt;Indebtedness. (e) The provisions hereof are solely for the Lender agreespurpose of defining the relative rights of the holders of the Senior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Maker and the Holder, the obligations of the Maker under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 4, if and so long as all documents governing the Senior Indebtedness permit one of the actions restricted by this Section 4, the restriction shall be waived and the restricted action permitted hereunder. (f) No right of any present or future holder of any Senior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Maker or any act or failure to act, in good faith, by any such holder of the Senior Indebtedness, or any noncompliance by the Maker with the terms, provisions and covenants hereof, regardless of any knowledge thereof any holder of the Senior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Senior Indebtedness may, at any time and from time to time, without the request consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Senior Indebtedness, or otherwise amend or supplement in any manner the Senior Indebtedness or any instrument evidencing the same or any agreement under which the Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Indebtedness; (iii) release any person liable or contingently liable in any manner for the payment or collection of the Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Maker or any other person. (g) Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note. (h) Notwithstanding the provisions of this Section 4, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holder(s) of the Senior Indebtedness or their representatives send written notice to Holder of same. (i) Subject to the payment in full of all the Senior Indebtedness, Holder as holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payments or distributions of assets of the Maker applicable to the Senior Indebtedness until the Senior Indebtedness shall be paid in full. (j) The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of the Senior Indebtedness, and shall execute and deliver such additional subordination agreements, consistent with the foregoing as any holder of Senior DebtIndebtedness may require. (k) For purposes hereof, “Senior Indebtedness” means all indebtedness of the Maker, whether outstanding on the date of the execution of this Note or thereafter created, to execute banks, insurance companies and deliver other financial institutions or funds, unless in the instrument creating or evidencing such indebtedness it is provided that such indebtedness is not senior in right of payment to such holder a confirmation this Note. Senior Indebtedness shall also include indebtedness for taxes owed to federal or state agencies and other indebtedness of the subordination provided for herein in the form attached as Exhibit C, but without prejudice Maker that by operation of law has a right that is senior to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsJunior Indebtedness.

Subordination. The (a) Guarantor hereby agrees that all obligations and all Indebtedness of Borrower to Guarantor, and any and all present and future Indebtedness regardless of its nature or manner of origination now or hereafter to become due and owing by Borrower to Guarantor (collectively, the "Subordinated Indebtedness"), are hereby unconditionally and forever subordinated and postponed and shall be inferior, in all respects, to the Liabilities; provided, that so long as no Default or Event of Default under the Loan Agreement has occurred and is continuing or would result therefrom, Guarantor may receive Permitted Payments. (b) In no circumstance shall any Subordinated Indebtedness be entitled to any collateral security; provided, that in the event any such collateral security exists, Borrower hereby agrees that any now existing or hereafter arising Lien upon or security interest in any of the assets of Borrower in favor of Guarantor, whether created by contract, assignment, subrogation, reimbursement, indemnity, operation of law, principles of equity or otherwise, shall be junior and inferior to, and is hereby subordinated in priority to any now existing or hereafter arising Lien or security interest in favor of Lender hereby in and against the Collateral, regardless of the time, manner or order of creation, attachment or perfection of the respective Liens or security interests. Guarantor represents and warrants to Lender that as of the date hereof, none of the Subordinated Indebtedness to which Guarantor is a party is secured by any assets or interests of Borrower or any other entity, and that Guarantor will not take any security interest or lien to secure any of the Subordinated Indebtedness without the prior written consent of Lender. (c) Without limiting the generality of Section 2.8(a), if (i) any Default or Event of Default under the Loan Agreement or Security Agreement shall exist and be continuing, whether or not any notice of any such Default or Event of Default shall have been given or Lender shall have asserted any remedy in connection therewith, (ii) the Loan Agreement shall have expired but the obligations of Borrower to Lender shall not have been paid and satisfied in full, (iii) any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, assignment for the benefit of creditors, or other similar proceeding relative to Borrower is commenced by or against Borrower, or (iv) any proceeding for the voluntary liquidation, dissolution or other winding up of Borrower is commenced by or against Borrower, and whether or not involving insolvency or bankruptcy proceedings, then and in any such event Guarantor agrees as follows: (a1) the all Liabilities shall first be paid in full, and finally and indefeasibly be received by Lender, before any payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness distribution of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or severalcharacter, whether as principal in cash, securities or surety and whether under a credit agreementother property, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may shall be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or made in respect of the Senior Debt Subordinated Indebtedness; and (2) any payment or distribution of any character, whether in cash, securities or other property, which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Lender until all Liabilities shall have been paid in full to and indefeasibly received by Lender, and Guarantor, or any other holder of the Subordinated Indebtedness, irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators, and others having authority in the premises to effect all such payment and deliveries. (d) If, notwithstanding the provisions of this Agreement, any payment or distribution of any character, whether in cash, securities, or other property, or any security shall be received by Guarantor in contravention of the terms of this Agreement, and before all Liabilities shall have been paid in full, such payment, distribution or security shall not be commingled with any asset of Guarantor, shall be held in trust for the benefit of, and shall be immediately paid over or delivered or transferred to Lender, or its representative, for application to the payment of all Liabilities remaining unpaid, until all of the Liabilities shall have been paid in full. (e) Guarantor shall not assert, collect, accept payment on or enforce any of the Subordinated Indebtedness, or take collateral or other security to secure payment of the Subordinated Indebtedness unless and until the Liabilities are paid in full; provided, that so long as no Default or Event of Default under the Loan Agreement has occurred and is continuing or would result therefrom, Guarantor may receive Permitted Payments. Guarantor shall not demand payment of, accelerate the maturity of, or declare a default exists or event of default under the Subordinated Indebtedness unless and until the Liabilities are paid in full. Guarantor shall not cause or permit Borrower to make or give, and Guarantor shall not receive or accept, payment in any form (direct or indirect, including by transfer to an Affiliate or Subsidiary of Borrower or Guarantor) on account of the Subordinated Indebtedness, make any transfers in respect of the Senior Debt Subordinated Indebtedness without the express prior written consent of Lender (which consent may be withheld for any reason in Lender's sole discretion), or give or receive any collateral security for the Subordinated Indebtedness; provided, that so long as no Default or Event of Default under the Loan Agreement has occurred and is continuing or would result therefrom, Guarantor may receive Permitted Payments. Any payment, transfer, or collateral security so made or given by Borrower and received or accepted by Guarantor, without the express prior written consent of Lender, shall be held in trust by Guarantor for Lender, for the account of Lender, and Guarantor shall immediately turn over, in kind, any such payment to Lender for application in reduction of, or (in the case of property other than cash) as security for, the Guaranty Obligations. (f) Guarantor, or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect holder of the Obligations; (d) the Lender shall not initiate or prosecute any claimSubordinated Indebtedness, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agreesshall, at the after a written request of any holder of Senior Debtby Lender, to execute and deliver to Lender or its representatives all such holder a confirmation further instruments confirming the authorization referred to in this Agreement, any powers of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to attorney specifically confirming the rights of Lender arising hereunder, and all proofs of claim, assignments of claim, and any holder other instruments, and shall take all such other actions as may be reasonably requested by Lender in order to enable Lender to enforce all claims upon or in respect of Senior Debt that does not request such Subordinated Indebtedness, including authorizing Lender or receive such a confirmation; and (f) any of its agents, nominees or designees to file and prove and vote claims in Lender's name or in the Borrowers are not restricted from incurring indebtedness name of Guarantor, in connection with any receivership, bankruptcy or charging their property and undertaking to secure any indebtedness proceedings, under the Bankruptcy Code or other obligationsotherwise.

Subordination. The Lender hereby agrees as follows: (a) You agree that, until the payment of the Obligations is subordinated andTermination Date, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or Borrower to You, including any of them) and all liabilities present and obligations future indebtedness regardless of the Borrowers (its nature or any manner of them) to any holder of such indebtedness of any kind, origination now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety to become due and whether under a credit agreement, promissory note, guarantee or otherwise owing by Borrower to You (collectively, the “Senior DebtSubordinated Indebtedness”), as such Senior Debt may are subordinated and shall be modified renewedinferior, extendedin all respects, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;the Secured Obligations. (b) In no circumstance shall any Subordinated Indebtedness be entitled to any collateral security; provided, that in the Lender may event any such collateral security exists, You agree that any now existing or hereafter arising Lien upon any of the assets of Borrower in favor of You, whether created by contract, assignment, subrogation, reimbursement, indemnity, operation of law, principles of equity or otherwise, shall be junior and inferior to, and is subordinated in priority to any now existing or hereafter arising Liens in favor of Us or in and against the Collateral, regardless of the time, manner or order of creation, attachment or perfection of the respective Liens. (c) From and after the occurrence and during the continuation of an Event of Default, You shall not assert, collect, accept payment on or enforce any of the Subordinated Indebtedness or take collateral or other security to secure payment of the Subordinated Indebtedness until the Termination Date. From and after the occurrence and during the continuation of an Event of Default, You shall not demand payment of, accelerate the maturity of, or declare a default or event of default under the Subordinated Indebtedness until the Termination Date. From and after the occurrence and during the continuation of an Event of Default, You shall not cause or permit Borrower to make or give, and You shall not receive any or accept, payment in respect any form (whether direct or indirect, including by transfer to an Affiliate or Subsidiary of Borrower, to You) on account of the Subordinated Indebtedness, make any Obligations unless, at the time of such payment, all amounts then due and owing under or transfers in respect of the Senior Debt have been paid Subordinated Indebtedness without the express prior written consent of Us (which consent may be withheld for any reason in full Our sole discretion), or give any collateral security for the Subordinated Indebtedness. You agree that any payment, transfer, or collateral security so made or given by Borrower and no default exists received or accepted by You, in respect violation of the Senior Debt this Guaranty, without Our express prior written consent, shall be held in trust by You for Our account, and You shall immediately turn over, in kind, any such payment to Us for application in reduction of, or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached case of property other than cash) as Exhibit Csecurity for, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsYour obligations hereunder.

Subordination. The Junior Lender hereby agrees subordinates payment and performance by the Obligor (as follows: (adefined herein) the payment of all and each part of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of evidenced by the Borrowers (or any of them) to any holder of such indebtedness of any kindSubordinated Note, whether now existing or hereafter existingincurred, created or evidenced, direct or indirect, absolute or contingent, joint due or severalto become due, whether howsoever such indebtedness or obligations may be hereafter extended, renewed, or evidenced (all such Subordinated Note indebtedness and obligations being hereinafter referred to as principal the “Subordinated Obligations”) to the prior payment and performance in full to Lender, its successors and assigns, of all and each part of the indebtedness, obligations, and liabilities, direct or surety indirect, absolute or contingent, related or unrelated, due or to become due, now existing or hereafter arising and whether under a credit agreementincurred alone or with others, promissory notefor which Obligor may now or hereafter be obligated to Lender, guarantee or otherwise (collectivelyincluding, the “Senior Debt”)without limitation, as such Senior Debt may be modified renewed, extended, increased or modified in any way all interest accruing from time to time on the foregoing whether before or after the commencement of any case or proceeding under the Bankruptcy Code (whether or not a claim for that interest is allowed in such case or proceeding) (all such indebtedness, obligations, and including all principalliabilities owing to a Lender shall hereinafter be referred to as the “Debt”) and any collateral, interestmortgages, feesguarantees, expenses and other amounts owing from time security granted to time in respect of such Senior Debt; Lender therefor (bthe “Lender Collateral”) and any other supporting obligations therefor. As used herein, “Obligor” shall mean the Lender may not receive Borrower and each other person or other entity that owes, guarantees, or provides collateral or other credit support for, any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Subordinated Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: (a) the payment Each Agent (on behalf of the Obligations is subordinated anditself and its other Relevant Subordinated Parties) hereby agrees, subject on a several basis, that all of their respective right, title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness rights of the Borrowers (or any Senior Parties in respect of them) and all liabilities and the obligations of the Borrowers Guarantor (whether now existing or from time to time after the date hereof incurred, assumed, created or arising) arising under the Senior Debt Documents (as defined below), including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding (as defined below) relating to the Company or the Guarantor pursuant to the terms of the Senior Debt Documents, whether or not a claim for post-filing interest is allowed or allowable in any such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any of them) to the foregoing is allowed or allowable as a claim in any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise Insolvency Proceeding (collectively, the “Senior DebtObligations”). For the avoidance of doubt, as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b1) the Lender may not receive any “payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under full” (or in respect similar term used herein) of the Senior Debt Obligations will not be deemed to have been paid occurred so long as any Obligations under and as defined in full and no default exists in respect of the Senior Debt Documents remain outstanding (other than any inchoate obligations for which no claim has been asserted) and (2) nothing herein shall or any document evidencingshall be deemed to affect, securing alter or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to impair the rights of any holder of Senior Debt the Subordinated Parties under the relevant ECA Agreement and the [Loan] Documents (as defined in the relevant ECA Agreement) other than with respect to the Subordinated Guarantees entered into in connection with that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.ECA Agreement. For purposes hereof:

Subordination. The Lender hereby agrees as follows: (a) the payment All claims of the Obligations Holder to principal, interest and any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) is hereby expressly subordinated andin right of payment, subject as herein set forth, to the right of prior payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of Senior Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Borrowers Company, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or any of them) and all liabilities and obligations of the Borrowers (or any of themotherwise) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, collect the “Senior Debt”Junior Indebtedness), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessif, at the time of such payment, all amounts exercise or immediately after giving effect thereto, (i) there shall exist any material “Default” or “Event of Default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any of the Senior Indebtedness has been accelerated and such acceleration has not been waived or such Senior Indebtedness has not been paid in full; provided, however, that (x) in the event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Holder may accelerate the indebtedness evidenced by this Note, and (y) if the Company is permitted under the terms of the Senior Indebtedness to pay an amount due and owing under or in respect this Note and fails to make such payment, then so long as the terms of the Senior Debt have been Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). (b) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness of the Company shall first be paid in full full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and no default exists upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Company of any kind or character, whether in respect cash, property or securities, to which the Holder as holder of the Junior Indebtedness would be entitled except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holder if received by Holder, directly to the holder of the Senior Debt Indebtedness, or any document evidencingits representatives, securing or relating to the extent necessary to pay all such Senior Debt;Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness. (c) If the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect holders of the Obligations;Senior Indebtedness in good faith believe Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Senior Indebtedness may do so for Holder. (d) In the Lender shall not initiate event that any payment or prosecute any claim, action or other proceeding challenging distribution of assets of the enforceability Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing where the holder has actual knowledge of a Senior Debt Indebtedness payment default shall be received by the Holder before all the Senior Indebtedness is paid in full, or object provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Senior Indebtedness or their representative or representatives, as their respective interests may appear, for application to the payment of all the Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full, in money, in accordance with its terms, after giving effect to any borrowing under any concurrent payment or distribution to or for the holders of such Senior Debt;Indebtedness. (e) The provisions hereof are solely for the Lender agreespurpose of defining the relative rights of the holders of the Senior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Company and the Holder, the obligations of the Company under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 6, if and so long as all documents governing the Senior Indebtedness permit one of the actions restricted by this Section 6, the restriction shall be waived and the restricted action permitted hereunder. (f) No right of any present or future holder of any Senior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any act or failure to act, in good faith, by any such holder of the Senior Indebtedness, or any noncompliance by the Company with the terms, provisions and covenants hereof, regardless of any knowledge thereof any holder of the Senior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Senior Indebtedness may, at any time and from time to time, without the request consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Senior Indebtedness, or otherwise amend or supplement in any manner the Senior Indebtedness or any instrument evidencing the same or any agreement under which the Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Indebtedness; (iii) release any person liable or contingently liable in any manner for the payment or collection of the Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company or any other person. (g) Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note. (h) Notwithstanding the provisions of this Section 6, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holder(s) of the Senior Indebtedness or their representatives send written notice to Holder of same. (i) Subject to the payment in full of all the Senior Indebtedness, Holder as holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Senior Indebtedness shall be paid in full. (j) The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of the Senior Indebtedness, and shall execute and deliver such additional subordination agreements, consistent with the foregoing as any holder of Senior DebtIndebtedness may require. (k) For purposes hereof, “Senior Indebtedness” means, with respect to the Company, all indebtedness of the Company, whether outstanding on the date of the execution of this Note or thereafter created, to execute Burnley Capital and deliver to such holder a confirmation SBCC or one or more of the subordination provided for herein their respective affiliates; provided, however, that any term loan included in the form attached as Exhibit C, but without prejudice definition of Senior Indebtedness shall not exceed $1,500,000 and the $1,500,000 cap on any such term loan shall be decreased by any amounts repaid to the rights of any holder of Senior Debt that does not request or receive term loan lender under the Company’s term loan with such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationslender.

Subordination. The Lender Each Agent (on behalf of itself and its other Relevant Subordinated Parties) hereby agrees as follows: (a) the payment agrees, on a several basis, that all of the Obligations is subordinated andtheir respective right, subject title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the extent and rights of the Senior Parties in respect of the manner set forth in paragraph obligations of each Guarantor (bwhether now existing or from time to time after the date hereof incurred, assumed, created or arising) arising under the Senior Debt Documents (as defined below), postponed including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding (as defined below) relating to the repayment Company or any Guarantor pursuant to the terms of the Senior Debt Documents, whether or not a claim for post-filing interest is allowed or allowable in full of any such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other indebtedness amounts payable thereunder or in respect thereof, in each case whether or not any of the Borrowers (foregoing is allowed or allowable as a claim in any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise Insolvency Proceeding (collectively, the “Senior DebtObligations”). For the avoidance of doubt, as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b1) the Lender may not receive any “payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under full” (or in respect similar term used herein) of the Senior Debt Obligations will not be deemed to have been paid occurred so long as any Obligations under and as defined in full and no default exists in respect of the Senior Debt Documents remain outstanding (other than any inchoate obligations for which no claim has been asserted) and (2) nothing herein shall or any document evidencingshall be deemed to affect, securing alter or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to impair the rights of any holder of Senior Debt the Subordinated Parties under the relevant ECA Agreement and the [Loan] Documents (as defined in the relevant ECA Agreement) other than with respect to the Subordinated Guarantees entered into in connection with that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.ECA Agreement. For purposes hereof:

Subordination. The Lender Holder hereby acknowledges and agrees as follows: that the indebtedness evidenced by this Note, including the principal hereof and interest thereon, shall, on any dissolution, winding up, liquidation, readjustment, reorganization, bankruptcy, insolvency, receivership or other similar proceedings relating to the Partnership, or any of its property (a) the payment whether voluntary or involuntary, partial or complete), or any other marshalling of the Obligations is subordinated andassets and liabilities of the Partnership, be subordinate and subject to the in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment prior payment in full of all other Senior Indebtedness. For purposes of this Note, "Senior Indebtedness" means all obligations, liabilities and indebtedness of the Borrowers Partnership (or any including, without limitation, the Obligations, as defined in each of themthe Credit Facilities), except for (i) the indebtedness evidenced by this Note, including the principal hereof and all interest thereon, and (ii) such obligations, liabilities and obligations indebtedness which by the terms thereof are expressed to be payable pari passu with, or subordinate and subject in right of payment to, the indebtedness evidenced by this Note. In addition to the foregoing (and not in limitation thereof), the Holder hereby further acknowledges and agrees that no payment of the Borrowers principal sum hereof, interest thereon or other indebtedness evidenced by this Note shall be made by the Partnership when and for so long as (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (bi) the Lender may not receive any Partnership is in default in the payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt Indebtedness when due and payable, (ii) any applicable grace period with respect to a payment default on Senior Indebtedness has ended and such default has not been cured or object waived or ceased to any borrowing under exist, or (iii) the maturity of any Senior Debt; (e) the Lender agrees, at the request Indebtedness has been accelerated because of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsdefault.

Subordination. The Lender hereby agrees as follows: (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CERTIFICATE OF DESIGNATION, THE SECURITIES PURCHASE AGREEMENT OR ANY OTHER AGREEMENT, DOCUMENT, CERTIFICATE, OR INSTRUMENT GIVEN IN CONNECTION WITH, RELATED TO OR AFFECTING THE PREFERRED SHARES, the Company’s obligation to make, and the Holders right to receive, any dividend or distribution (whether in cash, securities or other property) or any direct or indirect payment of any kind or character (whether in cash, securities or other property) in consideration for or otherwise in connection the Obligations is Preferred Shares, including, without limitation, any amortization, retirement, purchase, redemption or other acquisition of any Preferred Share, or any options, warrants or rights to purchase or acquire any Preferred Shares or Common Stock of the Company (collectively, the “Restricted Payments”) are strictly junior and fully subordinated and, subject to the right of payment held by the holders of the Senior Debt (the “Senior Debt Holders”). If a default (however defined) under any document, instrument, or other agreement in any way related to the extent Senior Debt, whether such document, instrument, or other agreement exists on the Initial Issuance Date or is entered into after the Initial Issuance Date, exists at the time a Restricted Payment is to be made or would exist as a result of such Restricted Payment being made, (i) the Company shall not make, and no Holder is entitled to receive, any Restricted Payment unless and until the “Payment in Full of the Senior Debt” (as defined below); and (ii) no Holder shall be entitled to ask, demand, ▇▇▇ for, take or receive from the Company or any of its Subsidiaries, directly or indirectly, in cash or other property, or by set-off or in any other manner set forth (including without limitation from or by way of collateral) payment of any Restricted Payment unless and until the Payment in paragraph Full of the Senior Debt. (b) below, postponed The subordination of the rights of the Holders to the repayment Senior Debt Holders shall be effective both before and after the commencement of any Insolvency Proceeding (as defined below). All references in full of all other indebtedness of this clause 22 to the Borrowers (Company or any of themits Subsidiaries shall include such entity as a debtor-in-possession and any receiver or trustee for such entity in any Insolvency Proceeding. (c) As between the Holders and all liabilities the Senior Debt Holders and obligations without releasing or affecting any of its senior rights as to the Borrowers (Holders, any Senior Debt Holder may, one or more times, in its sole discretion, without notice to or the consent of any Holder, take any action with respect to the Company, any of its Subsidiaries or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), including, without limitation, one or more of the following actions: (i) extend credit to the Company or any of its Subsidiaries in such amounts as such Senior Debt Holder may be modified reneweddetermine or withhold credit from the Company or any of its Subsidiaries; (ii) release, extended, increased renew or modified in modify the obligations of the Company or any way from time to time and including all principal, interest, fees, expenses and of its Subsidiaries or any other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive person or entity obligated on any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt; (c) release, exchange, modify, or surrender in whole or in part such Senior Debt have been paid in full and no default exists in Holder’s rights with respect to any security for any of the Senior Debt Debt; (d) modify or alter the term, interest rate or due date of any document evidencing, securing or relating to payment of any of the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; ; (e) grant any postponements, compromises, indulgences, waivers, surrenders or discharges or modify the Lender agreesterms of its agreements with the Company or any of its Subsidiaries; (f) change its manner of doing business with the Company or any of its Subsidiaries or any other person or entity; (g) obtain additional security for the Senior Debt; or (h) impute payments or proceeds of any security furnished for any of the Senior Debt, at in whole or in part, to any of the request Senior Debt, or retain the payments or proceeds as security for the Senior Debt without applying same toward payment of the Senior Debt. Each Holder waives and releases all claims and defenses arising from any such actions by any holder of Senior Debt, including, without limitation, claims and defenses relating to execute and deliver the inability to such holder a confirmation collect any Restricted Payment. No Senior Debt Holder will be liable for any action or failure to act under or in connection with any of the subordination provided for herein in documents or instruments evidencing or securing the form attached as Exhibit CSenior Debt, but without prejudice it being understood that the decision of whether and when to act and the rights manner of any holder proceeding under such instruments and documents are within the sole discretion of such Senior Debt that does Holders, and shall not request or receive such a confirmation; andbe affected in any manner by the existence of the Company’s obligations hereunder. (fd) For purposes hereof, “Payment in Full of the Senior Debt” means the satisfaction of all of the following: (i) the Borrowers are not restricted from incurring indebtedness or charging their property passage of 90 days after the indefeasible and undertaking to secure any indebtedness or other obligations.final payment in full in cash of the Senior Debt, (ii) the termination of all hedging transactions with

Subordination. The Lender Each of the parties hereto hereby agrees as follows: (a) agrees, notwithstanding anything to the contrary contained herein or in any other documents related to this Note, that the payment of any and all of the Obligations is indebtedness evidenced by this Note (including the principal hereof and interest hereon) shall be subordinated and, subject and junior in right and time of payment and exercise of remedies to the right prior Payment in Full of payment to the extent Senior Indebtedness of Northstar Healthcare Acquisitions, L.L.C. (hereinafter, the “Borrower”), and the other Loan Parties (as defined in the manner set forth in paragraph (b) Senior Financing Agreement, defined below, postponed to including the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (Maker; collectively, the “Senior DebtDebtors”)) in all respects. Each Holder acknowledges and agrees that payments under this Note may only be made by the Maker to the extent permitted under that certain Credit Agreement, dated as such Senior Debt of October 28, 2016 (as may be modified renewed, extended, increased or modified in any way from time to time be amended, restated, supplemented or otherwise modified, the “Senior Financing Agreement”), by and including all principalamong the Borrower, interestNHC, feesNorthstar Healthcare Holdings, expenses and Inc., a Delaware corporation, the other amounts owing Debtors from time to time party thereto, each lender from time to time party thereto, and Compass Bank in respect its individual capacity and as administrative agent. Notwithstanding anything to the contrary contained in this Note, (i) no payments may be made on this Note if, before or after giving effect thereto, any Event of Default (as such term is defined in the Senior Debt; Financing Agreement) exists under the Senior Financing Agreement and (bii) the Lender may not receive parties acknowledge and agree that (1) Maker’s failure to make a payment of principal or interest when due under this Note at any time that such payment in respect of any Obligations unless, at is prohibited under the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability terms of any Senior Debt Indebtedness shall not constitute default or object breach hereunder and (2) nothing herein shall be deemed to any borrowing under any prohibit the exercise by a Holder of all powers, rights and remedies of such party hereunder. The parties hereby designate all Senior Debt; (e) the Lender agreesLenders, at the request from time to time, as intended third-party beneficiaries of any this Note. Each holder of Senior DebtIndebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to execute have acquired Senior Indebtedness in reliance upon the provisions contained in this Note. The parties hereto and deliver to such holder the holders of each Note and Senior Indebtedness intend that the subordination provisions set forth herein be enforceable in any Proceeding as a confirmation subordination agreement within the meaning of Section 510(a) of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of Bankruptcy Code or any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsapplicable law.

Subordination. The Lender hereby agrees as follows: (a) the payment All rights of the Obligations is subordinated andLessor hereunder may be assigned, subject pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, and/or Lessor may assign, pledge, mortgage, transfer or otherwise dispose of title to the right Cars without notice to Lessee. If requested by Lessor, Lessee shall acknowledge, in writing, such transfer or assignment. In the event of payment any such assignment, pledge, mortgage, transfer or other disposition, this Lease and all of Lessee’s rights under this Lease shall not be affected except to be made subject and subordinate to the extent terms, covenants, and in conditions of any chattel mortgages, security agreements, conditional sale agreements, other sales or assignments, and/or trust agreements covering the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (Cars or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now them heretofore or hereafter existingcreated and entered into by Lessor, direct its successors or indirectassigns, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any such chattel mortgagee, assignee, trustee, secured party, or other holder of Senior Debt that does the legal title to the Cars, however, so long as Lessee is not request or receive in default under this Lease, such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness assignment, pledge, mortgage, transfer, or other obligationsdisposition shall not increase Lessee’s obligations hereunder or result in deprivation of its quiet enjoyment of the Cars. At the request of Lessor or any chattel mortgagee, assignee, trustee, secured party, or other holder of the legal title to the Cars, the Cars may be lettered or marked to identify the legal owner of the Cars at no expense to Lessee. If during the continuance of this Lease, any such marking shall at anytime be removed or become illegible, wholly or in part, Lessee shall immediately cause such marking to be restored or replaced at Lessor’s expense.

Subordination. The Lender hereby agrees as follows: (a) Each Borrower covenants and agrees that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Borrower), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower to such Borrower, including any intercompany loans or trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 11.2, postponed to the repayment prior payment in full of all Indebtedness and other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now amounts owed or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether owing under a credit agreement, promissory note, guarantee or otherwise this Agreement (collectivelyherein, the “Senior DebtObligations”)) and that the subordination is for the benefit of the Lender Parties, as and the Lender Parties may enforce such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;provisions directly. (b) Each Borrower executing this Agreement hereby (i) authorizes the Lender may Parties to demand specific performance of the terms of this Section 11.2, whether or not any other Borrower shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower shall have failed to comply with any provisions of this Section 11.2 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Upon any distribution of assets of any Borrower in any dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) The Lender Parties shall first be entitled to receive payment in full in cash of the Senior Obligations before any Borrower is entitled to receive any payment in respect on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, to which any other Borrower would be entitled except for the provisions of this Section 11.2(c), shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to the Administrative Agent, for the benefit of the Lender Parties, to the extent necessary to make payment in full of all Senior Obligations unlessremaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to the Lender Parties. (iii) In the event that notwithstanding the foregoing provisions of this Section 11.2(c), at any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, shall be received by any other Borrower on account of the time of Intercompany Obligations before all Senior Obligations are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to the Administrative Agent for application to the payment of the Senior Debt Obligations until all of the Senior Obligations shall have been paid in full and no default exists in respect full, after giving effect to any concurrent payment or distribution or provision therefor to the Lender Parties. No right of the Senior Debt Lender Parties or any document evidencing, securing other present or relating future holders of any Senior Obligations to enforce the Senior Debt; (c) subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking part of any Borrower or by any act or failure to act, in respect of good faith, by any such holder, or by any noncompliance by any Borrower with the Obligations; (d) the Lender shall not initiate or prosecute any claimterms hereof, action or other proceeding challenging the enforceability regardless of any Senior Debt or object to knowledge thereof which any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbe otherwise charged with.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations principal of, premium (if any), interest on or any other amounts due on the Securities is subordinated and, subject and junior in right of payment to all existing and future Senior Indebtedness (as defined below) of the Company and senior and prior in right of payment to the extent Common Securities Guarantee, the Cash Offer Common Securities Guarantee, the Existing Debentures, the Existing Common Securities Guarantee and the Existing Preferred Securities Guarantee, as described in the manner set forth Indenture. Each Holder, by accepting a Security, agrees to such subordination and authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee as its attorney-in-fact for such purpose. In addition, no payment of principal (including redemption payments) of, premium, if any, or interest (including any Additional Interest or Compounded Interest) on the Securities may be made if there shall have occurred and be continuing (i) a default in paragraph (b) belowthe payment when due of principal of, postponed to the repayment in full of all other indebtedness premium, if any, sinking funds, if any, or interest, if any, on any Senior Indebtedness of the Borrowers Company and any applicable grace period with respect to such default shall have ended without such default having been cured or waived or ceasing to exist or (or ii) an event of default with respect to any of them) and all liabilities and obligations Senior Indebtedness of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, Company resulting in the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect acceleration of the Senior Debt have maturity thereof without such acceleration having been paid in full and no default exists in respect of the Senior Debt rescinded or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsannulled.

Subordination. The (a) All Loans incurred pursuant to this Agreement are subject to, and each Lender hereby consents and agrees to, the subordination and remedy provisions set forth in Section 13.1 of the Indenture. Article XIII of the Indenture shall be binding upon each Lender as though such sections (and the corresponding defined terms) had been set forth herein in their entirety. (b) Each Lender hereby acknowledges and agrees that all of its Loans are subject to the terms and conditions of this Agreement and the Indenture and shall be paid solely to the extent of available funds in accordance with the Priority of Payments. Each Lender hereby agrees as follows: and acknowledges that its right to payment shall be subordinate and junior to any payments owed under Section 11.1(a)(i)(A) and (aB), any applicable payments owed under Section 11.1(a)(ii)(A) the payment of the Obligations is subordinated and, subject senior to payments with respect to the right of payment to the extent Loans and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of thempayments owed under Section 11.1(a)(iii)(A) and all liabilities and obligations of the Borrowers (or any of themB) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior DebtItems”)) of the Indenture, as such Senior Debt may be modified renewedapplicable. In the event that, extendednotwithstanding the provisions of this Agreement and the Indenture, increased any Lender shall have received any payment or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time distribution in respect of its Loans contrary to the provisions of the Indenture or this Agreement, then, unless and until each Senior Item shall have been paid in full in Cash or, to the extent each recipient of such Senior Debt; (b) Item consents, such payment or distribution shall be received and held in trust for the Lender may not receive any payment in respect of any Obligations unlessbenefit of, at and shall forthwith be paid over and delivered to, the time of such paymentCollateral Trustee, all amounts then due which shall pay and owing under or deliver the same in respect of the Senior Debt have been paid Items in full accordance with the Indenture; provided, however, that if any such payment or distribution is made other than in Cash, it shall be held by the Collateral Trustee as part of the Assets and no default exists subject in all respects to the provisions of the Indenture. Each Lender agrees with all recipients of Senior Items that such Lender shall not demand, accept, or receive any payment or distribution in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower its Loans in respect violation of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation provisions of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsIndenture.

Subordination. The Lender Lenders hereby agrees agree as follows: (a) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender Lenders may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender Lenders shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender Lenders shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agreesLenders agree, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. Section 1.01 The Lender parties hereto hereby agrees as follows: acknowledge and agree that any Management Fees are intended to be, and shall be, subordinated to: (ai) the prior payment in full in cash of the Obligations under the ABL Credit Agreement and the other Loan Documents, including, without limitation, all principal amounts, reimbursement obligations, interest and fees (including any interest and fees accruing subsequent to a Proceeding (as defined below) whether or not such interest or fees constitute allowed claims in any such Proceeding), and premium, if any, and (ii) termination of the commitments in respect thereof (the occurrence of the events specified in both clauses (i) and (ii) of this paragraph, the “Discharge of ABL Obligations”). Section 1.02 The parties hereto hereby acknowledge and agree that any Management Fees are intended to be, and shall be, subordinated to: (i) the prior payment in full in cash of the Obligations under the Term Loan Credit Agreement and the other Loan Documents, including, without limitation, all principal amounts, reimbursement obligations, interest and fees (including any interest and fees accruing subsequent to a Proceeding (as defined below) whether or not such interest or fees constitute allowed claims in any such Proceeding), and premium, if any, and (ii) termination of the commitments in respect thereof (the occurrence of the events specified in both clauses (i) and (ii) of this paragraph, the “Discharge of Term Loan Obligations” and, together with the “Discharge of ABL Obligations, the “Discharge of Obligations”). Section 1.03 The parties hereto hereby agree that any payment or distribution of any kind or character by any Company to Holdings for payment to JCP (or any Affiliate thereof) under the Management Agreement, whether in cash, property, securities (other than Permitted Junior Securities (as defined below)) or otherwise (a “Management Fee Payment”) is subordinated and, subject to the right of payment Obligations to the extent and in the manner set forth provided in paragraph this Agreement. The parties hereto hereby agree that no Management Fee Payment shall be made, directly or indirectly, by or on behalf of Holdings (b) below, postponed to the repayment in full extent made with any payment or distribution from a Company) or any Company following the occurrence and during the continuation of all other indebtedness a Default or an Event of Default until the Discharge of the Borrowers Obligations; provided that, so long as no Event of Default under Sections 8.01(g) or (h) of each Credit Agreement has occurred and is then continuing, the Companies may make the payments to Holdings or JCP to the extent (and only to the extent) expressly permitted by Section 6.08 of each Credit Agreement. For purposes of this Agreement, “Permitted Junior Securities” shall mean any unsecured debt or equity securities of Holdings or any of them) and all liabilities and obligations of the Borrowers (or any of them) Company that are distributed to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment JCP in respect of any Obligations unless, at the time Management Fee Payments pursuant to a confirmed plan of such payment, all amounts then due and owing under reorganization or adjustment that (i) are subordinated in respect right of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating payment to the Senior Debt; Obligations to at least the same extent as the Management Fee Payments are subordinated to the Obligations pursuant to this Agreement, and (cii) do not have any material terms, and are not subject to or entitled to the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking benefit of any Borrower in respect of agreement or instrument that has material terms, that are less favorable (taken as a whole) to the Obligations; (d) Lenders than are the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein terms in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsManagement Agreement.

Subordination. The Lender hereby agrees as follows: (a) Neither Guarantor shall make any loans or advances to Borrower, and Holding Company shall ensure that no Subsidiaries thereof shall make any loans or advances to Borrower, in each case other than equity investments of capital. All Indebtedness of Borrower to each Guarantor whether now existing or hereafter arising (the “Subordinated Debt”) is hereby subordinated to full payment and performance of the Obligations, and until then, Borrower shall not make, and neither Guarantor shall, without the prior written consent from Lender (granted or withheld in the exercise of its sole discretion) accept any payment of an Indebtedness from Borrower. All Encumbrances that either Guarantor may have or that would otherwise arise against any assets of Borrower, including for any breach of the Time Charter, are hereby irrevocably subordinated to the lien of the Mortgage and other security granted in the Loan Documents (the “Subordinated Liens”). (b) Unless otherwise permitted pursuant to this Agreement, all payments or distributions upon or with respect to the Subordinated Debt or obligations secured by Subordinated Liens, including from Bankruptcy or Other Proceedings pertaining to any of them, whether through payment, subrogation, or otherwise, shall be received in trust for the benefit of Lender, shall be segregated from other funds and assets held by the recipient, and shall be forthwith paid to the Lender in the same form in which it was received (with any necessary endorsement) to be applied (in the case of cash) to the Obligations in accordance with Section 2.3, or received as collateral (in the case of non-cash property or securities) as security for, the payment of the Obligations is subordinated andObligations, subject to the right of payment to the extent and be foreclosed upon in the manner set forth occurrence of an Event of Default as permitted by law. (c) If any Bankruptcy or Other Proceeding is commenced by or against or otherwise occurs with respect to Borrower, any member or shareholder of Borrower, any Person of which Borrower is a partner, joint venturer, or member, or any Subsidiary of Borrower, this Agreement shall remain in paragraph effect, and Lender is hereby irrevocably authorized (b) belowin its own name or in the name of Holding Company or Charterer, postponed as the case may be), but shall have no obligation, to the repayment in full of all other indebtedness demand, s▇▇ for, collect, and receive every payment or distribution that results from a Bankruptcy or Other Proceeding on account of the Borrowers Subordinated Debt or obligations secured by Subordinated Liens, and to give acquittance therefor, file claims and proofs of claim, and take such other action with respect thereto (including voting the Subordinated Debt or obligations secured by Subordinated Liens, enforcing security therefor, and compromising claims therefor) as it may deem necessary or advisable for the exercise or enforcement of any of them) the rights, powers, and all liabilities and obligations remedies of the Borrowers Lender hereunder. (or d) For so long as any of them) to any holder of the Obligations remain outstanding the Guarantors shall duly and promptly take or refrain from taking such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether action as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect reasonably require: (i) unless otherwise permitted pursuant to this Agreement, to collect the Subordinated Debt and obligations secured by Subordinated Liens and remit the proceeds thereof to Lender, file appropriate claims and proofs of any Obligations unless, at the time of such payment, all amounts then due and owing under or claim in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Subordinated Debt or any document evidencingobligations secured by Subordinated Liens, securing or relating to the Senior Debt; (cii) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to the Lender such holder a confirmation powers of attorney, assignments, and other instruments as the Lender may require in order to enable the Lender to enforce any or all claims with respect to, and security for, the Subordinated Debt and obligations secured by Subordinated Liens, and (iii) to collect and receive all payments and distributions that may be payable or deliverable upon or with respect to the Subordinated Debt and obligations secured by Subordinated Liens. (e) For so long as any of the subordination provided for herein in Advance remains outstanding Guarantors shall not, without the form attached as Exhibit Cprior written consent of Lender: (i) accelerate or demand payment of any of the Subordinated Debt or obligations secured by Subordinated Liens; (ii) commence any legal proceedings or arbitration proceedings to collect any of the Subordinated Debt or obligations secured by Subordinated Liens, but without prejudice (iii) exercise any rights, powers, or remedies with respect to collection of the Subordinated Debt or obligations secured by Subordinated Liens; (iv) cooperate with or stipulate to the rights commencement or continuation of any holder Bankruptcy or Other Proceeding with respect to Borrower or any of Senior its assets, (v) assist the Borrower with respect to any Bankruptcy or Other Proceedings pertaining to the Borrower, or (vi) assign, transfer, or subject to an Encumbrance any Subordinated Debt that does not request or receive such a confirmation; andobligations secured by Subordinated Liens. (f) Borrower shall not make any payment of any of the Borrowers are not restricted from incurring indebtedness Subordinated Debt or charging their property and undertaking to secure obligations secured by Subordinated Liens without the written consent of Lender previously obtained, which may be granted or withheld by Lender in the exercise of its sole discretion. None of the Subordinated Debt or obligations secured by Subordinated Liens (or any indebtedness agreements, instruments, or other obligationsevidence thereof) shall be amended in a manner that would have an adverse effect on the rights, powers, or remedies of Lender under this Agreement. Borrower and Guarantors agree to refrain from all acts which are in any way inconsistent with this Agreement or the rights of Lender hereunder. Borrower and Guarantors agree to perform all further acts reasonably necessary to give full effect to this Agreement. (g) Guarantors waive the right to assert the doctrine of marshalling of assets against the Lender.

Subordination. The Lender hereby agrees If this Note is a Subordinated Note, as follows: (a) indicated on the payment face hereof, the indebtedness of the Obligations is subordinated andIssuer evidenced by this Subordinated Note, subject to including the principal, premium (if any), interest, or other amounts payable (if any), shall be subordinate and junior in right of payment to the extent its obligation to its depositors, its obligations under bankers’ acceptances and in the manner set forth in paragraph (b) belowletters of credit, postponed and its obligations to its other creditors, including its obligations to the repayment United States Federal Reserve Bank, the United States Federal Deposit Insurance Corporation (the “FDIC”), and to any rights acquired by the FDIC as a result of loans made by the FDIC to the Issuer or the purchase or guarantee of any of the Issuer’s assets by the FDIC pursuant to the provisions of 12 U.S.C. Sections 1823(c), (d) or (e), whether now outstanding or hereafter incurred. In the event of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding up of or relating to the Issuer, whether voluntary or involuntary, all such obligations shall be entitled to be paid in full before any payment shall be made on account of the principal of, or premium (if any), interest, or other amounts payable (if any) on, this Subordinated Note. In the event of any such proceedings, after payment in full of all other indebtedness sums owing such prior obligations, the holder of the Borrowers (or this Subordinated Note, together with any of them) and all liabilities and obligations of the Borrowers Issuer ranking on a parity with this Subordinated Note, shall be entitled to be paid from the remaining assets of the Issuer the unpaid principal hereof and any unpaid premium (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”if any), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; payable (bif any) the Lender may not receive before any payment or other distribution, whether in respect cash, property, or otherwise, shall be made on account of any Obligations unless, at the time of such payment, all amounts then due and owing under capital stock or in respect any obligations of the Senior Debt have been paid Issuer ranking junior to this Subordinated Note. Notwithstanding any other provisions of this Subordinated Note, including specifically those set forth in full the sections relating to subordination, events of default and no default exists in respect covenants of the Senior Debt Issuer, it is expressly understood and agreed that the OCC or any document evidencing, securing receiver or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect conservator of the Obligations; (d) Issuer appointed by the Lender OCC as to its assets shall not initiate have the right in the performance of its legal duties, and as part of liquidation designed to protect or prosecute any claim, action or other proceeding challenging further the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation continued existence of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to Issuer or the rights of any parties or agencies with an interest in, or claim against, the Issuer or its assets, to transfer or direct the transfer of the obligations of this Subordinated Note to any bank or bank holding company selected by such official which shall expressly assume the obligation of the due and punctual payment of the unpaid principal, and interest and premium, if any (and any other amounts payable), on this Subordinated Note and the due and punctual performance of all covenants and conditions; and the completion of such transfer and assumption shall serve to supersede and void any default, acceleration or subordination which may have occurred, or which may occur due to or related to such transaction, plan, transfer or assumption, pursuant to the provisions of this Subordinated Note, and shall serve to return the holder of Senior Debt this Subordinated Note to the same position, other than for substitution of the obligor, it would have occupied had no default, acceleration or subordination occurred; except that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness interest, principal, or other obligationsamounts previously due, other than by reason of acceleration, and not paid, in the absence of a contrary agreement by the holder of this Subordinated Note, shall be deemed to be immediately due and payable as of the date of such transfer and assumption, together with the interest from its original due date at the rate provided for herein.

Subordination. The Lender hereby In consideration of the Lenders agreeing to make the Facility available to the Borrower upon the terms and conditions of the Facility Agreement and as a continuing security for the due and punctual performance and discharge of the Secured Obligations, each of the Subordinated Lenders agrees that throughout the continuance of this Deed and so long as follows:the Secured Obligations or any part thereof remains owing:- (a) the Subordinated Indebtedness owing to it:- (i) is, and shall remain, subordinated and the payment thereof deferred to all and any rights, claims and actions which the Security Trustee or any Finance Party may now or hereafter have against the Borrower in respect of the Secured Obligations; (ii) shall not be repaid or repayable, in whole or in part, except with the prior written consent of the Security Trustee or in the event of the winding-up, liquidation or dissolution of the Borrower (or any proceedings analogous thereto); (iii) shall not, except with the prior written consent of the Security Trustee, be subject to payment of interest (although interest may accrue thereon); (iv) is and shall remain unsecured by any Security Interest over the Obligations whole or any part of the assets of the Borrower; (v) is subordinated andnot, and shall not become capable of being, subject to the any right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (set-off or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debtcounterclaim; (b) none of the Lender may not Subordinated Lenders shall claim, request, demand, ▇▇▇ for, take or receive (whether by set-off or in any payment in respect of other manner and whether from the Borrower or any Obligations unless, at the time of such payment, all amounts then due and owing under other person) any money or other property in respect of the Senior Debt have been paid in full and no default exists Subordinated Indebtedness or any part thereof except with the prior written consent of the Security Trustee; [Group Subordination Deed] (c) if any monies (including the proceeds of any set-off or counterclaim) or other property are received in respect of the Senior Debt Subordinated Indebtedness by or on behalf of any document evidencingSubordinated Lender, securing it shall forthwith pay or relating transfer the same to the Senior Debt; (c) Security Trustee and the Lender Security Trustee shall not accept any mortgage, pledge, hypothec apply the same in or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect towards satisfaction of the Secured Obligations;; and (d) if any Security Interest is created as security for the Lender Subordinated Indebtedness then, immediately on the creation thereof, the benefit of such Security Interest shall not initiate be assigned or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation transferred in favour of the subordination provided Security Trustee as security for herein in the form attached as Exhibit C, but without prejudice to Secured Obligations and any instrument or agreement evidencing such Security Interest shall be deposited with the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSecurity Trustee.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject Notwithstanding anything in this Note to the contrary, the indebtedness evidenced by this Note shall be subordinated and junior in right of payment payment, to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may (as defined below) outstanding on the date of this Note or incurred after the date of this Note: (i) no payment on account of principal of or interest on this Note shall be modified renewedmade, extendedand this Note shall not be purchased, increased either directly or modified in any way from time to time and including all indirectly, by the Borrower, unless full payment of amounts then due for the principal, interestpremium, feesif any, expenses sinking funds, and other amounts owing from time to time in respect of such interest on all Senior DebtDebt has been made or duly provided for by the Borrower; (bii) no payment on account of principal of or interest on this Note shall be made, and this Note shall not be purchased, either directly or indirectly, by the Lender may not receive any payment in respect of any Obligations unlessBorrower, if, at the time of the payment or purchase or immediately after giving effect to the payment or purchase, any default or any condition that, with notice or lapse of time, or both, would constitute a default, shall exist under any note, debenture, indenture, or agreement pursuant to which any Senior Debt is issued, which default would entitle, or with the passage of time or notice or both would entitle, the holder of such paymentSenior Debt to accelerate the maturity thereof; (iii) upon any acceleration of the principal of or interest on this Note pursuant to section 5 of this Note or upon any payment or distribution of assets of the Borrower of any kind, whether in cash, property, or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Borrower, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, or other proceedings, all amounts then principal, premium, if any, and interest due and owing under or to become due upon all Senior Debt shall first be paid in full or provided for before the holder of this Note shall be entitled to retain any assets paid or distributed in respect of principal of or interest on this Note; under those circumstances, any payment or distribution to which the holder of this Note would be entitled but for the provisions of this clause (iii) shall be paid by the Borrower (or by any receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making the payment or distribution, or by the holder of this Note, if received by such holder) directly to the holders of Senior Debt or their representatives, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt (except that, in connection with any reorganization proceedings, there may be delivered to and retained by the holder of this Note any instruments evidencing obligations of the Borrower that are subordinated, at least to the extent provided in this Note, to the payment of all Senior Debt) and consistent with the provisions of this section 1; and (iv) by acceptance of this Note, the Holder further agrees that at the Borrower’s request from time to time, the Holder shall execute and deliver such instruments as the holder of any Senior Debt may require to effect the subordination of this Note to the Senior Debt in a manner and to the extent reasonably required by the holder of the Senior Debt have been paid in full and no default exists in respect The foregoing provisions are solely for the purpose of defining the relative rights of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder holders of Senior Debt, to execute on the one hand, and deliver to such the holders of this Note, on the other hand, and nothing in those provisions shall impair, as between the Borrower and the holder a confirmation of this Note, the obligation of the subordination provided for herein Borrower, which is unconditional and absolute, to pay to the holder of this Note the principal of and interest on this Note in accordance with its terms, nor shall anything in those provisions prevent the form attached as Exhibit Cholder of this Note from exercising all remedies permitted by law upon default under this Note, but without prejudice subject to the rights set forth above of any holder the holders of Senior Debt that does not request to receive cash, property, or receive such a confirmation; andsecurities otherwise payable or deliverable to the holder of this Note. (fb) As used in this Note, the Borrowers term “Senior Debt” means the principal of, premium, if any, unpaid interest on, and all reasonable and customary charges in connection with, liabilities of Prescient Applied Intelligence, Inc. (“PAII”) assumed by Borrower, liabilities of the Borrower, whether outstanding on the date of issuance of this Note or thereafter created, incurred, or assumed, that are not restricted from incurring indebtedness for money borrowed by the Borrower or charging their property and undertaking PAII, or any direct or indirect subsidiary of the Borrower or PAII to secure finance or refinance the acquisition of PAII, or to provide working capital for the Borrower, PAII, or any indebtedness direct or other obligationsindirect subsidiary of the Borrower or PAII.

Subordination. The Lender Each Creditor hereby agrees as follows: (a) the payment to subordinate all of the Obligations is subordinated and, subject Subordinated Debt to the right full and final payment and Discharge of payment Senior Debt (including, without limitation, with respect to any Lien granted by any Debtor in favor of any Creditor) on the terms set forth herein. Without limiting the generality of the foregoing, in the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any Debtor or the proceeds thereof to any Creditor (except to the extent such distribution, division or application is permitted under the terms of the Credit Agreement) or upon any payment or distribution to any Creditor by reason of an Insolvency Proceeding, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any of the manner set forth in paragraph (b) belowSubordinated Debt, postponed shall be paid or delivered directly to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) Agent for application to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full (whether or not the same is then due) until the Discharge of Senior Debt. Each Debtor’s and no default exists in respect each Creditor’s books shall be marked to evidence the subordination of all of the Senior Subordinated Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender . The subordination provisions of this Section 2 shall not accept remain in full force and effect notwithstanding any mortgageamendment, pledgesupplement, hypothec restatement, replacement, Refinancing or other chargemodification with respect to the Credit Agreement and the Obligations of the Debtors thereunder (including, lien or encumbrance without limitation, all costs, expenses and interest accruing on any property, asset or undertaking the Senior Debt after the commencement of any Borrower Insolvency Proceeding whether or not such costs, expenses or interest would be allowed in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsInsolvency Proceeding).

Subordination. The Lender hereby agrees as follows: (a) Notwithstanding any provision of this Agreement to the payment contrary, all rights of the Obligations is Grantors under Section 5.01 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise in connection with the circumstances described in Section 5.01 shall be fully subordinated and, subject to the right of indefeasible payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness in cash of the Borrowers Obligations. No failure on the part of any Grantor to make the payments required by Section 5.01 (or any other payments required under applicable law or otherwise in connection with the circumstances described in Section 5.01) shall in any respect limit the obligations and liabilities of them) any Grantor with respect to its obligations hereunder, and all liabilities and each Grantor shall remain liable for the full amount of the obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;Grantor hereunder. (b) Each Grantor hereby agrees that upon the Lender may not receive occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent (provided, that no notice shall be required in connection with any Event of Default pursuant to Section 8.01(f) of the Credit Agreement) no payment or distribution of any kind or character shall be made in respect of any Obligations unlessIndebtedness owed to it by any Subsidiary (“Subordinated Intercompany Debt”) (whether in cash, at property or securities, including on account of the time purchase, redemption or other acquisition of such paymentdebt) until the occurrence of the Termination Date. During the continuance of such Event of Default, all amounts then so long as the Termination Date has not occurred, no Grantor shall, (without the consent of the Collateral Agent): (i) accelerate, make demand, or otherwise make due and owing under payable prior to the original due date thereof any Subordinated Intercompany Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the Senior Debt have been paid in full and no default exists obligations of any debtor in respect of the Senior Subordinated Intercompany Debt or any document evidencing, securing or relating (a “Subordinated Debtor”) owing to the Senior Debtsuch Grantor; (cii) the Lender shall not accept exercise any mortgage, pledge, hypothec rights under or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in with respect to guaranties of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Subordinated Intercompany Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.if any;

Subordination. The Lender Originator shall have the right to receive, and the Buyer shall make, any and all payments and prepayments relating to the loans made under this Subordinated Note, provided that, after giving effect to any such payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Purchase Agreement) owned by the Buyer at such time exceeds the sum of (i) the Aggregate Unpaids (as defined in the Purchase Agreement) outstanding at such time under the Purchase Agreement, plus (ii) the aggregate outstanding principal balance of all loans made under this Subordinated Note. The Originator hereby agrees as follows: (a) that at any time during which the payment conditions set forth in the proviso of the Obligations is subordinated andimmediately preceding sentence shall not be satisfied, subject to the Originator shall be subordinate in right of payment to the extent and in prior payment of any indebtedness or obligation of the manner set forth in paragraph (b) below, postponed Buyer owing to the repayment in full Administrative Agent or any Purchaser under that certain Receivables Purchase Agreement, dated as of all other indebtedness April 5, 2011 by and among the Buyer, Commercial Metals Company, as initial Servicer, the Purchasers from time to time party thereto, and ▇▇▇▇▇ Fargo Bank, N.A., as the “Administrative Agent” (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Administrative Agent and each of the Borrowers (or Purchasers and/or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise their respective assignees (collectively, the “Senior DebtClaimants”)) under the Purchase Agreement. Until the date on which the “Aggregate Invested Amount” outstanding under the Purchase Agreement has been repaid in full and all other obligations of the Buyer and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, as such collectively, the “Senior Debt may be modified renewedClaim”) have been indefeasibly paid and satisfied in full, extended, increased or modified the Originator shall not institute against the Buyer any proceeding of the type described in the definition of “Event of Bankruptcy” in the Sale Agreement unless and until the Termination Date has occurred. Should any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due distribution or security or proceeds thereof be received by the Originator in violation of this Section 4, the Originator agrees that such payment shall be segregated, received and owing under or held in respect trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Administrative Agent for the benefit of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsClaimants.

Subordination. The Lender hereby agrees as follows: (a) the Employee hereby agrees that its rights to receive payment of the Obligations is subordinated andDeferred Compensation are expressly subordinate and junior, subject to the right of payment to the extent and in the manner set forth provided in paragraph this Article IV, to the full and complete payment of the Senior Indebtedness. (b) belowSo long as no default exists under any Senior Indebtedness, postponed and notwithstanding the immediate and complete subordination of the Deferred Compensation to the repayment Senior Indebtedness, payment by the Company to Employee of the regularly scheduled payments of the Deferred Compensation pursuant to the terms of this Agreement shall be permitted. Notwithstanding the foregoing, in the event that Employee has elected to have the Interest Credit for a quarter paid to him in cash and the provisions of this Article IV prohibit the payment of such Interest Credit in cash such Interest Credit shall be credited to the Account (without further action by the Company or Employee). (c) If any payment of the Deferred Compensation is prohibited at any given time by this Article IV, Employee shall not demand, collect, or receive any payments with respect to the Deferred Compensation. Employee further agrees that if any payment of the Deferred Compensation not permitted by the terms of this Agreement is received by or on behalf of Employee, Employee shall forthwith pay the same to the holders of Senior Indebtedness as their interests may appear. The Company shall not make any payments of the Deferred Compensation so long as a default under any Senior Indebtedness exists. The Company shall deliver to Employee written notice of a payment default under any Senior Indebtedness promptly following such default. Holders of Senior Indebtedness may, but shall not be obligated to, send notice of any such default to Employee. (d) Upon any distribution of the assets of the Company or upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company, or otherwise: (i) holders of Senior Indebtedness shall first be entitled to receive indefeasible payment in full in cash of such Senior Indebtedness (whenever arising) before Employee shall be entitled to receive any payment on account of the Deferred Compensation; and (ii) any payment by, or on behalf of, or distribution of the assets of, the Company of any kind or character, whether in cash, property or securities, to which Employee would be entitled except for the provisions of this Article IV shall be paid or delivered by the person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to holders of Senior Indebtedness as their interests may appear, until the indefeasible payment in full of all other indebtedness Senior Indebtedness. (e) Employee agrees that until the payment in full of the Borrowers Senior Indebtedness, it will not attempt to sell, assign, or otherwise transfer or further encumber all or some of its right to receive the Deferred Compensation herein. (f) The Company will not give, or permit to be given, and Employee will not receive, accept or demand, (i) any security of any nature whatsoever for the Deferred Compensation, on any property or assets, whether now existing or hereafter acquired, of the Company or any subsidiary thereof or (ii) any guarantee, of them) and all liabilities and obligations any nature whatsoever, by the Company or any subsidiary thereof, of the Borrowers Deferred Compensation. (g) Employee agrees that it will not exercise any remedies or take any action or proceeding to enforce the payment of any Deferred Compensation if the payment of the Deferred Compensation is then prohibited by this Article IV, and Employee further agrees not to file, or to join with any other creditors of the Company in filing, any petition commencing any bankruptcy, dissolution, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under creditors against or in respect of the Company or any other marshaling of the assets and liabilities of the Company. Employee further agrees, to the fullest extent permitted under applicable law, that it will not cause the Company to file any petition commencing any bankruptcy, dissolution, insolvency, reorganization, arrangement or receivership proceeding or make any assignment for the benefit of creditors until all Senior Debt have Indebtedness has been indefeasibly paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationscash.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise otherwise, except for (i) all liabilities and obligations of any Borrower in respect of any equity (including any preferred equity) that has been issued by any Borrower or any other Person and guaranteed by such Borrower, and (ii) all indebtedness, liabilities and obligations of any Borrower that, pursuant to the terms of the instrument creating or evidencing such indebtedness, liabilities or obligations, are stated to be subordinated indebtedness, liabilities or obligations of such Borrower or to rank pari passu with or subordinate in right of payment to the Obligations, (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit CB, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations principal of, premium (if any), interest on or any other amounts due on the Securities is subordinated and, subject and junior in right of payment to all existing and future Senior Indebtedness (as defined below) of the Company and senior and prior in right of payment to the extent Common Securities Guarantee, the Exchange Common Securities Guarantee, the Existing Debentures, the Existing Common Securities Guarantee and the Existing Preferred Securities Guarantee, as described in the manner set forth Indenture. Each Holder, by accepting a Security, agrees to such subordination and authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee as its attorney-in-fact for such purpose. In addition, no payment of principal (including redemption payments) of, premium, if any, or interest (including any Additional Interest or Compounded Interest) on the Securities may be made if there shall have occurred and be continuing (i) a default in paragraph (b) belowthe payment when due of principal of, postponed to the repayment in full of all other indebtedness premium, if any, sinking funds, if any, or interest, if any, on any Senior Indebtedness of the Borrowers Company and any applicable grace period with respect to such default shall have ended without such default having been cured or waived or ceasing to exist or (or ii) an event of default with respect to any of them) and all liabilities and obligations Senior Indebtedness of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, Company resulting in the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect acceleration of the Senior Debt have maturity thereof without such acceleration having been paid in full and no default exists in respect of the Senior Debt rescinded or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsannulled.

Subordination. The Lender hereby agrees as follows: (a) On the payment of the Obligations is subordinated and, subject to the right of payment to the extent terms and in the manner conditions set forth in paragraph below, all liens and security interests securing the Subordinated Debt are hereby subordinated to all liens and security interests securing the Senior Debt. (b) belowPurchasers shall not create, postponed to maintain or perfect any security interest in or lien on any property of Borrower, other than the repayment security interests and liens previously granted in full favor of all Purchasers in the Collateral. If, notwithstanding the foregoing, any other indebtedness of the Borrowers (such lien shall be created or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or severalshall arise, whether as principal by operation of law or surety otherwise, and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time exist in favor of Purchasers in or on any Collateral to secure all or any portion of the Subordinated Debt, then any liens granted by Borrower in favor of Senior Creditor to secure the Senior Debt shall in all respects be first and including senior liens, superior to any liens in favor of Purchasers securing the Subordinated Debt, notwithstanding (i) the date, manner or order of perfection of the security interests and liens granted in favor of Senior Creditor, (ii) the provisions of the UCC or any other applicable laws or decisions, (iii) the provisions of any contract in effect between Senior Creditor, on the one hand, and Borrower or any affiliate thereof, on the other, and (iv) whether Senior Creditor or any agent or bailee thereof holds possession of any part or all principalof the Collateral. In the event Purchasers have or obtain possession of any such property or foreclose upon or enforce the lien upon any such property, interestwhether by judicial action or otherwise, feesthen all such property shall be immediately delivered in kind to Senior Creditor or, expenses if not deliverable in kind, all cash or non-cash proceeds and other amounts owing from time to time in respect profits of such property shall be held in trust for the benefit of Senior Debt; (b) the Lender may not receive Creditor and paid over to Senior Creditor, without any payment in respect of any Obligations unlessdeduction or offset, at the time of such payment, unless and until all amounts then due and owing under or in respect of the Senior Debt shall have been paid in cash in full and no default exists in respect of all commitments to extend credit under the Senior Debt or any document evidencing, securing or relating to the Senior Debt;Creditor Agreement shall have been terminated. (c) The subordination contained in this Agreement is intended to define the Lender rights and duties of Purchasers and Senior Creditor; it is not intended that any third party (including any bankruptcy trustee, receiver, or debtor-in-possession) shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect benefit from it. If the effect of the Obligations;subordination contained in this Agreement would be to give any third party a priority status to which that party would not otherwise be entitled, then that provision shall, to the extent necessary to avoid that priority, be given no effect and the rights and priorities of Senior Creditor and Purchasers shall be determined in accordance with applicable law and this Agreement. (d) Notwithstanding anything in this Agreement to the Lender contrary, nothing herein shall not initiate be deemed to subordinate, waive or prosecute any claimrestrict (i) the conversion of the Subordinated Debt into equity in accordance with the Note Purchase Documents, action or other proceeding challenging and (ii) the enforceability contractual rights of any Senior Debt or object to any borrowing Purchasers under any Senior Debt;warrants or capital stock that the Borrower may issue to Purchasers from time to time, nor shall anything herein restrict the performance of Borrower’s obligations under such warrants or with respect to such capital stock, its conversion or otherwise. (e) In the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation event of the subordination provided for herein occurrence of an Insolvency Event (as hereinafter defined), (i) this Agreement shall remain in full force and effect in accordance with Section 510(a) of the form attached as Exhibit CUnited States Bankruptcy Code, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and and (fii) the Borrowers are not restricted from incurring indebtedness Collateral shall include, without limitation, all Collateral arising during or charging their property and undertaking to secure after any indebtedness or other obligationssuch Insolvency Event.

Subordination. The Lender hereby agrees as follows: (a) Anything in this Junior Subordinated Note to ------------- the payment of contrary notwithstanding, the Obligations is subordinated and, subject to the indebtedness evidenced by this Junior Subordinated Note shall be subordinate and junior in right of payment payment, to the extent and in the manner hereinafter set forth forth, to all indebtedness or other liabilities of the Maker outstanding from time to time including, without limitation, (x) the Maker's obligation to principal, interest and other amounts under the Credit Agreement, and (y) any interest accruing after the commencement of any proceedings referred to in paragraph clause (bii) below, postponed whether or not such interest is an allowed claim in such proceeding (all such indebtedness or other liabilities and interest being herein called "Senior Indebtedness"): ------------------- (i) The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts constituting Senior Indebtedness before the Payee is entitled to receive any payment on account of this Junior Subordinated Note, provided that the Maker may make, and the Payee shall be entitled to receive and retain from time to time, payments and prepayments in respect of the principal and interest of this Junior Subordinated Note to the repayment extent permitted under Sections 1, 2 or 3 above. (ii) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Maker or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Maker, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all other indebtedness amounts constituting Senior Indebtedness before the Payee is entitled to receive, or make any demand for, any payment on account of this Junior Subordinated Note, and to that end the Borrowers (holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness distribution of any kind, now kind or hereafter existing, direct or indirect, absolute or contingent, joint or severalcharacter, whether as principal in cash or surety and property or securities. (iii) If any payment or distribution of any character, whether under a credit agreementin cash, promissory notesecurities or other property, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such this Junior Subordinated Note shall (despite these subordination provisions) be received by the Payee before all Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and no default exists in respect shall be paid over or delivered to, the holders of the Senior Debt Indebtedness (or any document evidencingtheir representatives), securing or relating ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec Indebtedness in full. No present or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any future holder of Senior DebtIndebtedness shall be prejudiced in its right to enforce subordination of this Junior Subordinated Note by any act or failure to act on the part of the Maker or by any act or failure to act, in good faith on the part of such holder or any trustee or agent for such holder. The foregoing provisions are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and the Payee on the other hand, and nothing herein shall impair, as between the Maker and the Payee, the obligation of the Maker, which is unconditional and absolute, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice pay to the rights Payee the principal hereof in accordance with the terms hereof, nor shall anything herein prevent the Payee from exercising all remedies otherwise permitted by applicable law in respect hereof, subject to the rights, if any, under this Junior Subordinated Note of any holder holders of Senior Debt that does not request Indebtedness to receive cash, property or receive such a confirmation; and (f) securities otherwise payable or deliverable to the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsPayee.

Subordination. The Lender hereby agrees as follows: (a) the payment The Guarantor agrees that any and all claims of the Obligations is subordinated andGuarantor against the Issuer, any endorser or any other guarantor of all or any part of the Obligations, or against any of their respective properties (collectively, the “Subordinated Indebtedness”), shall be subordinate and subject to the in right of payment to the extent prior payment, in full and in the manner set forth in paragraph (b) belowcash, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) Notes, which are referred to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether herein as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior DebtObligations”). Notwithstanding any right of the Guarantor to ask, as such Senior Debt may be modified reneweddemand, extended▇▇▇ for, increased take or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such paymentSubordinated Indebtedness, all amounts then rights, liens and security interests of the Guarantor, whether now or hereafter arising and howsoever existing, in any asset of the Issuer (whether constituting part of the security or collateral given to the Indenture Trustee to secure payment of all or any part of the Senior Obligations or otherwise) shall be and hereby are subordinated to the rights of the Indenture Trustee on behalf of the Noteholders in such asset. (b) From and after the occurrence of any Event of Default: (i) The Guarantor shall have no right to possession of any asset of the Issuer or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Senior Obligations shall have been fully paid and satisfied. (ii) If all or any part of the assets of the Issuer, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Issuer, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the Issuer is dissolved or if substantially all of the assets of the Issuer are sold, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any of the Subordinated Indebtedness shall be paid or delivered directly to the Indenture Trustee for application to the Senior Obligations, due or to become due, until such Senior Obligations shall have been fully paid and owing under or satisfied. (iii) The Guarantor hereby irrevocably authorizes and empowers the Indenture Trustee (as a present grant, effective the date hereof and subject only to the condition that an Event of Default exists) in respect of the Subordinated Indebtedness to demand, ▇▇▇ for, collect and receive every payment or distribution thereon and give acquittance therefor and to make and present for and on behalf of the Guarantor such proofs of claim and take such other action, in the Indenture Trustee’s own name or in the name of the Guarantor or otherwise, as the Indenture Trustee may deem necessary or advisable for the enforcement of this Guaranty. The Indenture Trustee may vote such proofs of claim in any such proceeding, receive and collect any and all payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any unpaid Senior Debt Obligations. (iv) Should any payment, distribution, security or instrument or proceeds of any of the foregoing be received by the Guarantor upon or with respect to the Subordinated Indebtedness following the occurrence of an Event of Default and prior to the satisfaction of all of the Senior Obligations, the Guarantor shall (to the extent of the unpaid Senior Obligations) receive and hold the same in trust, as trustee, for the benefit of the Indenture Trustee and the Noteholders and shall forthwith deliver the same to the Indenture Trustee, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Senior Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Indenture Trustee on behalf of the Noteholders. If the Guarantor fails to make any such endorsement or assignment to the Indenture Trustee, the Indenture Trustee or any of its officers or employees are hereby irrevocably authorized to make the same. (v) The Guarantor agrees that until the Senior Obligations have been paid in full in cash and no default exists in respect of satisfied (except for contingent indemnification obligations), the Senior Debt Guarantor will not assign or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object transfer to any borrowing under other party any Senior Debt; (e) claim the Lender agrees, at Guarantor has or may have against the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsIssuer.

Subordination. a. The Lender hereby agrees as follows: (a) Corporation, for itself, its successors and assigns, covenants and agrees, and each holder of this Note by his acceptance thereof likewise covenants and agrees, that the payment of the Obligations is subordinated andprincipal of and interest on each and all of this Note shall be subordinate and subject, subject to the right of payment to the extent and in the manner hereinafter set forth forth, in paragraph (b) below, postponed right of payment to the repayment prior payment in full of all Senior Indebtedness. b. Upon any distribution of assets of the Corporation upon any dissolution, winding up, liquidation, or reorganization of the Corporation, whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors of any other dissolution, winding up, liquidation, or reorganization of the Corporation: (i) All Senior Indebtedness shall first be paid in full, or provision made for such payment in full of the principal thereof, and premium, if any, and interest thereon, before any payment is made on account of the principal of, or interest on, the Notes; (ii) Any payment or distribution of assets of the Corporation of any kind or character, whether in cash, property, or securities (other than stock of the Corporation as reorganized or readjusted or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Section with respect to the Notes, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), to which the holder of this Note would be entitled except for the provisions of this Section shall be paid by the liquidating trustee or agent or other person making such payment of distribution, whether a trustee in bankruptcy, receiver, or liquidating trustee or other trustee or agent, directly to the holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and premium, if any, and interest on, the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness; and (iii) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Corporation of any kind or character, whether in cash, property, or securities (other than stock of the Corporation as reorganized or readjusted or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Section with respect to the Note, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the holder of this Note before all Senior Indebtedness is paid in full, or provision made for its payment, such payment or distribution shall be paid over to the holders of Senior Indebtedness remaining unpaid or unprovided for or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as provided in the foregoing subparagraph (2), for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. c. Subject to the payment in full of all Senior Indebtedness, the holder of this Note shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property, or securities of the Corporation applicable to the Senior Indebtedness until the principal of and interest on this Note shall be paid in full, and no such payments or distributions in respect of this Note of cash, property, or securities distributable to the Senior Indebtedness under the provisions here shall, as between the Corporation, its creditors other than the holders of Senior Indebtedness, and the holder of this Notes, be deemed to be a payment by the Corporation to or on account of this Note. It is understood that the provisions of this Section are and are intended solely for the purpose of defining the relative rights of the holder of this Note, on the one hand, and the holders of the Senior Indebtedness on the other hand. Nothing contained in this Section is intended to or shall impair, as between the Corporation, its creditors other than the holders of Senior Indebtedness, and the holder of this Note, the absolute and unconditional obligation of the Corporation to pay the holder of this Note the principal of and interest on this Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of this Note and creditors of the Corporation other than the holders of the Senior Indebtedness; nor shall anything herein or therein prevent the holder of this Note from exercising all remedies otherwise permitted by applicable law upon default under this Note, subject to the rights, if any, under this Section of the holders of Senior Indebtedness in respect of cash, property or securities of the Corporation received upon the exercise of any such remedy. d. Upon any distribution of assets of the Corporation referred to in this Section, the holder of this Note shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to such holder for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Borrowers Corporation, the amount thereof or payable thereon, and all other facts pertinent thereto or to this Section. e. If there shall have occurred a default in the payment of the principal of (or premium, if any) or interest on any Senior Indebtedness, then, unless and until such default shall have been cured or waived, no payment of themprincipal or interest shall be made by the Corporation on this Note, and no holder of this Note shall be entitled to receive any such payment. Nothing contained in this Section shall, however (1) and all liabilities and obligations affect the obligation of Corporation to make or prevent the Corporation from making, at any time, except during the pendency of any dissolution, winding up, liquidation, or reorganization proceedings or except as provided in the first sentence of this subsection, payments of principal of or interest on this Note, or (2) prevent the application by any paying agent of any moneys deposited with it by the Corporation to the payment of or on account of the Borrowers (principal of, or any of them) to any holder of such indebtedness of any kindinterest on, now or hereafter existingthis Note, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessif, at the time of such paymentdeposit, all amounts then due and owing under or in respect of the Senior Debt paying agent did not have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking written notice of any Borrower in respect event prohibiting the making of such payment or deposit by the Obligations;Corporation; or (3) be construed as preventing the occurrence of any Event of Default hereunder. (d) the Lender shall not initiate f. No right of any present or prosecute any claim, action or other proceeding challenging the enforceability future holder of any Senior Debt Indebtedness of the Corporation to enforce subordination as herein provided shall at any time or object in any way be prejudiced or impaired by any act or failure to act on the part of the Corporation or by any borrowing under act or failure to act, in good faith, by any such holder, or by an noncompliance by the Corporation with the terms, provisions, and covenants of this Note, regardless of any knowledge thereof any such holder may have or be otherwise charged with. g. Any renewal or extension of the time of payment of any Senior Debt; (e) Indebtedness or the Lender agrees, at exercise by the request holders of Senior Indebtedness of any of their rights under the Senior Indebtedness, including without limitation the waiver of default thereunder or the release of any security therefor, may be made or done all without notice to or assent from the holder of Senior Debtthis Note. No compromise, to execute and deliver to such holder a confirmation alteration, amendment, modification, extension, renewal, or other change of, or waiver, consent, or other action in respect of, any liability or obligation under or respect of, or of any of the subordination provided for herein terms, covenants, or conditions or any indenture or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, and no release of property securing any Senior Indebtedness, whether or not such release is in accordance with the form attached as Exhibit C, but without prejudice to the rights provisions of any holder applicable document, shall in any way alter or affect any of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsprovisions of this Section.

Subordination. The Lender hereby agrees as follows: Notwithstanding any provision of this Agreement or any other Financing Document to the contrary, (ai) the payment security interests created and granted hereby are subject to, subordinate and inferior to the security interests created by the First Lien Subsidiary Security Agreement, in accordance with, and all rights, powers and remedies granted to, the OPNY Administrative Agent thereunder, are subject in all respects to the terms and conditions of the Obligations is subordinated andIntercreditor Agreement, subject to including restrictions on the right of payment the OPMW Administrative Agent to give notices, exercise power of attorney rights, direct or receive payments, hold, control or receive delivery of any Assignment Collateral or other possessory collateral or to exercise powers or remedies and to apply proceeds of Collateral; provided, that if and to the extent and in the manner set forth in paragraph (b) belowIntercreditor Agreement is amended, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased supplemented or modified in at any way time from time to time and including all principalsuch amendment, interestsupplement or modification could reasonably be expected to have any adverse effect on the Guarantor's rights, feesduties or obligations hereunder or under any other Financing Document, expenses such amendment, supplement or modification shall not be effective as to the Guarantor without the Guarantor's prior written acknowledgment (which acknowledgment shall not be unreasonably conditioned, withheld or delayed) that such amendment, modification or supplement shall be effective for purposes of this Agreement and the other amounts owing from time Financing Documents, (ii) the OPMW Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Guarantor shall not have any duty and obligation with respect to time the perfection or priority of the security interest granted hereunder in respect and to any of the Collateral (and no Default or Event of Default shall result or occur) to the extent (a) such Senior Debt; Collateral is in the possession or control of the OPNY Administrative Agent, (b) such collateral is not transferred by the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating OPNY Administrative Agent to the Senior Debt; OPMW Administrative Agent as required pursuant to the Intercreditor Agreement, (c) the Lender shall not accept such perfection or priority requires any mortgageconsent, pledge, hypothec approval or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect action of the Obligations; OPNY Administrative Agent, or (d) the Lender OPNY Administrative Agent then maintains a perfected, first priority security interest in and to the Collateral and (iii) no obligations contained in this Agreement shall not initiate require the Grantor to take or prosecute omit to take any claim, action or other proceeding challenging inconsistent with the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute terms and deliver to such holder a confirmation conditions of the subordination provided for herein in OPNY Deposit Account Agreement and/or the form attached as Exhibit C, but without prejudice to Holdco Deposit Account Agreement and no Default or Event of Default shall arise or result from the rights taking or omitting of any holder such action. [Remainder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationspage intentionally left blank.]

Subordination. The Lender hereby agrees as follows: (a) the payment Each Subordinated Creditor agrees, for itself and each future holder of the Subordinated Obligations, that the Subordinated Obligations is subordinated and, subject to the are expressly subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Capital Markets Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;. (b) the Lender may not receive any As used herein, "subordinate and junior in right of payment" shall mean that: (i) No payment in respect or prepayment of any Obligations unlessprincipal, premium (if any) or interest on account of a Subordinated Obligation and no repurchase, redemption or other retirement (whether at the option of the holder or otherwise) of a Subordinated Obligation shall be made so long as this Agreement is effective; provided that payments of interest or premium or payments or prepayments of principal may be made from any source, if, at the time of such paymentpayment or prepayment and immediately after giving effect thereto, there shall not exist a default in the payment or prepayment of any principal of or interest on any Senior Capital Markets Debt; (ii) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings, relative to the Borrower or to its creditors, as such, or to its property, or in the event of any proceeding for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy, then the holders of all amounts then due Senior Pari Passu Debt shall be entitled to receive payment in full in cash of all Senior Pari Passu Debt before the holders of the Subordinated Obligations are entitled to receive any payment on account of the Subordinated Obligations, and owing under to CINGULAR WIRELESS Exhibit 10.13 EXHIBITS that end the holders of the Senior Pari Passu Debt shall be entitled to receive pro rata distributions of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Subordinated Obligations; (diii) If any Subordinated Obligation is declared or otherwise becomes due and payable (under circumstances when the Lender provisions of the foregoing paragraphs (i) or (ii) are not applicable, whether as a result of the occurrence of an event of default under such Subordinated Obligations or otherwise), the holders of Senior Pari Passu Debt outstanding at the time such Subordinated Obligations so become due and payable shall not initiate or prosecute be entitled to receive payment in full of all Senior Pari Passu Debt before the holders of the Subordinated Obligations are entitled to receive any claim, action or other proceeding challenging payment on account of the enforceability of any Senior Debt or object to any borrowing under any Senior DebtSubordinated Obligations; (eiv) If, notwithstanding the Lender agrees, at the request occurrence of any of the events described in paragraphs (i) (other than a payment permitted by the proviso thereto), (ii) and (iii), any such payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, shall be received by the holders of Subordinated Obligations before all Senior Pari Passu Debt is paid in full in cash, or provision made for such payment in a manner satisfactory to each holder of Senior DebtPari Passu Debt (or such holder's representative, to execute and deliver to such holder a confirmation of the subordination provided for herein which in the form attached case of Senior Capital Markets Debt issued pursuant to an indenture shall be the trustee thereunder), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Pari Passu Debt or their representative or representatives, as Exhibit Ctheir respective interests may appear, but without prejudice for application to the rights payment of all Senior Pari Passu Debt remaining unpaid to the extent necessary to pay such Senior Pari Passu Debt in full in cash, in accordance with its terms, after giving effect to any holder concurrent payment or distribution to all holders of such Senior Debt that does not request or receive such a confirmationPari Passu Debt; and (fv) No holder of Senior Capital Markets Debt shall be prejudiced in its right to enforce subordination of the Borrowers Subordinated Obligations by any act or failure to act on the part of the Borrower; provided that the foregoing provisions are not restricted from incurring indebtedness or charging their property solely for the purpose of defining the relative rights of the holders of Senior Capital Markets Debt, on the one hand, and undertaking to secure any indebtedness or the holders of Subordinated Obligations, on the other obligations.hand, and that nothing herein

Subordination. The Lender hereby agrees as follows: (a) Each of the Shareholder Lender and the Borrower agrees, for itself, and, in the case of the Shareholder Lender, for each future holder of the Subordinated Loan, that the Subordinated Loan is expressly “subordinate and junior in right of payment” (as that phrase is defined in Section 2.1(b) below) to all Senior Debt Obligations. (b) “Subordinate and junior in right of payment” means that no part of the Subordinated Loan shall have any claim to the assets of the Borrower or any of its Subsidiaries or Affiliates on a parity with or prior to the claim of the Senior Debt Obligations. (c) Prior to the Release Date, without the express prior written consent of the Administrative Agent, acting at the direction of the Majority Lenders, the Shareholder Lender shall not take, demand or receive from the Borrower or any of its Subsidiaries or Affiliates, and the Borrower shall not, and shall cause its Subsidiaries and Affiliates not to, make, give or permit any payment of (of whatever kind or nature, whether in cash, property, securities or otherwise) or in respect of the Obligations is subordinated andSubordinated Loan; provided, subject to however, that, notwithstanding the right foregoing or any other provision hereof, the Borrower may, at any time, make payments of payment PIK Interest in accordance with Section 2.2 of the Shareholder Loan Agreement; provided further, that, notwithstanding any other provision of this Agreement, if and to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness such payment is not prohibited under Section 8.22 of the Borrowers Senior Credit Agreement (or any successor provision), the Borrower may, without premium or penalty, redeem, purchase, pay or repay any principal or accrued interest under the Subordinated Loan, upon at least three Business Days’ notice to the Shareholder Lender. (d) The expressions “prior payment in full,” “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to the Senior Debt Obligations shall mean the payment in full, in immediately available funds, of them) and all liabilities and of the Senior Debt Obligations (other than contingent obligations (including contingent obligations of indemnification) for which no claim has been asserted (and otherwise not satisfied) that survives termination of the Borrowers Senior Credit Agreement) in accordance with the terms of the Senior Credit Agreement. (e) Prior to the Release Date, neither the Borrower nor the Shareholder Lender shall (i) without the prior written consent of the Administrative Agent, acting at the direction of the Majority Lenders, amend, modify or supplement any provision of them) to any holder the Shareholder Loan Agreement in a manner that increases the rate of such indebtedness interest payable on, or otherwise alters the formulation of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyinterest rate applicable to, the “Senior Debt”)Subordinated Loan to a rate greater than the applicable market rate as of the date hereof, as such Senior Debt may be modified renewedincreases the amount of any fees or other amounts due under the Shareholder Loan Agreement, extended, increased or modified in accelerates the time for payment of any way from time to time and including all principal, interest, fees, expenses and or other amounts owing from time due under the Shareholder Loan Agreement, or (ii) exercise any right, power, privilege (other than any right, power or privilege expressly granted to time any Shareholder Lender under this Agreement, the Shareholder Loan Agreement or other related documents) or any remedy hereunder or thereunder (including acceleration) or at law or in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessequity, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; andSubordinated Loan. (f) The Shareholder Lender and the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure Borrower agree that, upon the occurrence of any indebtedness or other obligations.Proceeding:

Subordination. The Lender hereby agrees as follows: (a) the payment The Subordinated Creditor agrees for itself and each future holder of the Obligations Subordinated Debt that the Subordinated Debt is subordinated andexpressly subordinated, subject to the right of payment to the extent and in the manner hereinafter set forth in paragraph (b) belowforth, postponed to the repayment in full prior payment of all other indebtedness Superior Debt: (1) Upon the maturity of any Superior Debt by lapse of time, acceleration or otherwise, all principal thereof and interest thereon shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holder or holders of such Superior Debt, before any payment is made on account of the Borrowers (principal of or premium, if any, or interest on the Subordinated Debt or to acquire any of themthe Subordinated Debt or on account of any sinking fund which may be therein provided for. (2) and all liabilities and obligations No payment shall be made with respect to the principal of or premium, if any, or interest on the Subordinated Debt or to acquire any of the Borrowers (Subordinated Debt or any of them) to any holder of such indebtedness on account of any kindsinking fund for the Subordinated Debt, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessif, at the any time of such payment, or immediately after giving effect thereto, a Default or Event of Default with respect to the Obligations or an event of default permitting acceleration of any Superior Debt shall exist. (3) In the event that notwithstanding the provisions hereof any Debtor shall make any payment on account of the principal of or premium, if any, or interest on the Subordinated Debt, or on account of said sinking fund, after the happening of a default in payment of, or in respect of, the principal of or interest on Superior Debt, or after receipt by such Debtor of written notice of a Default or an Event of Default with respect to the Obligations or an event of default permitting the acceleration of any Superior Debt, then, unless and until such Default or Event of Default or other event of default shall have been cured or waived or shall have ceased to exist, such payment shall be held by the holders of the Subordinated Debt, in trust for the benefit of, and shall be forthwith paid over and delivered to, the holders of Superior Debt with respect to which a Default, Event of Default or other event of default permitting the acceleration thereof shall have occurred (pro rata as to each of such holders on the basis of the respective amounts of Superior Debt held by them), for application to the payment of all Superior Debt remaining unpaid to the extent necessary to pay all Superior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Superior Debt. (4) Upon any distribution of assets of any Debtor upon any dissolution, winding up, liquidation or reorganization of such Debtor (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise), (i) the holders of Superior Debt shall first be entitled to receive payment in full in cash of, or in respect of, the principal thereof, and interest due thereon, including interest accruing after the commencement of any insolvency or bankruptcy proceeding, before the holders of the Subordinated Debt are entitled to receive any payment on account of the principal of, premium, if any, or interest on the Subordinated Debt; (ii) any payment or distribution of assets of such Debtor of any kind or character, whether in cash, property or securities, to which the holders of the Subordinated Debt would be entitled except for the provisions hereof, shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or other trustee or agent, directly to the holders of Superior Debt (pro rata as to each of such holders on the basis of the respective amounts of Superior Debt held by them), to the extent necessary to make payment in full of all Superior Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of the Superior Debt; and (iii) in the event that notwithstanding the foregoing provisions, any payment or distribution of assets of any Debtor of any kind or character, whether in cash, property or securities, shall be received by the holders of the Subordinated Debt before the Superior Debt is paid in full, or effective provision made for its payment, such payment or distribution shall be received and held in trust for and shall be paid over to the holders of the Superior Debt remaining unpaid or unprovided for (pro rata as to each of such holders on the basis of the respective amounts of Superior Debt held by them), for application to the payment of such Superior Debt until all such Superior Debt shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Superior Debt. (b) Subject to the payment in full of all Superior Debt, the holders of the Subordinated Debt shall be subrogated to the rights of the holders of Superior Debt to receive payments or distributions of assets of each Debtor applicable to the Superior Debt until all amounts then due owing on the Subordinated Debt shall be paid in full, and owing for the purpose of such subrogation no payments or distributions to the holders of the Superior Debt by or on behalf of any Debtor or by or on behalf of the holders of the Subordinated Debt by virtue hereof which otherwise would have been made to the holders of the Subordinated Debt shall, as between such Debtor and the holders of the Subordinated Debt, be deemed to be payment by such Debtor to or on account of the Superior Debt, it being understood that the provisions hereof are and are intended solely for the purpose of defining the relative rights of the holders of the Subordinated Debt, on the one hand, and the holders of the Superior Debt, on the other hand. (c) Nothing contained herein is intended to or shall impair, as between each Debtor and the holders of the Subordinated Debt, the obligation of such Debtor to the holders of the Subordinated Debt. (d) Any holder of Superior Debt is hereby authorized to demand specific performance of these provisions, whether or not any Debtor shall have complied with any of the provisions hereof applicable to it, at any time when the holder of the Subordinated Debt shall have failed to comply with any of these provisions. (e) The holders of the Superior Debt may, at any time and from time to time, without any consent of or notice to the holder of the Subordinated Debt or any other holder of the Subordinated Debt and without impairing or releasing the obligations of the Subordinated Debt under these provisions (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, Superior Debt (including any change in the rate of interest thereon), or amend in any manner any agreement under which any Superior Debt is outstanding; (ii) sell, exchange, release, not perfect and otherwise deal with any property at any time pledged, assigned or mortgaged to secure Superior Debt; (iii) release anyone liable in any manner under or in respect of the Senior Debt have been paid in full Superior Debt; (iv) exercise or refrain from exercising any rights against any Debtor and no default exists in respect of the Senior Debt or others; and (v) apply any document evidencing, securing or relating sums from time to the Senior time received to Superior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The (a) Each Intercompany Lender hereby agrees as follows: (a) the payment of the Obligations that all its right, title and interest in, to and under any Intercompany Indebtedness owed by any Intercompany Debtor that is subordinated anda Loan Party shall be subordinate, subject to the and junior in right of payment payment, to the extent and in the manner hereinafter set forth forth, to all Loan Document Obligations of such Intercompany Debtor until the payment in full in cash of all Loan Document Obligations (other than any contingent obligations (other than obligations in respect of Letters of Credit) for which no claim has been made) of such Intercompany Debtor; provided that such Intercompany Debtor may make payments to the applicable Intercompany Lender unless and until an Event of Default shall have occurred and be continuing or would result therefrom (such Loan Document Obligations, including interest thereon accruing after the commencement of any proceedings referred to in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or severalthis Section, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior DebtIndebtedness”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;. (b) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relating to any Intercompany Debtor that is a Loan Party or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Intercompany Debtor, whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing, (i) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before any Intercompany Lender may not shall be entitled to receive (whether directly or indirectly), or make any demand for, any payment or distribution of any kind or character, whether in cash securities or other property (other than Restructured Debt Securities (as defined below)), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, from such Intercompany Debtor on account of any Intercompany Indebtedness owed by such Intercompany Debtor to such Intercompany Lender (provided that the foregoing shall not impair the right of any Intercompany Lender to file a proof of claim in any such proceeding in accordance with the terms hereof) and (ii) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Intercompany Lender would otherwise be entitled, whether in cash, property or securities (other than a payment of debt securities of such Intercompany Debtor that are subordinated and junior in right of payment to the Senior Indebtedness to at least the same extent as the Intercompany Indebtedness described in this Agreement is subordinated and junior in right of payment to the Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall instead be made to the holders of Senior Indebtedness. (c) If any Event of Default has occurred and is continuing, then (i) no payment or distribution of any kind or character, whether in cash securities or other property (other than Restructured Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be made by or on behalf of any Intercompany Debtor that is a Loan Party, or any other Person on its behalf, with respect to any Intercompany Indebtedness and (ii) no Intercompany Indebtedness owing by any Intercompany Debtor to any Intercompany Lender that is a Loan Party shall be forgiven or otherwise reduced in any way, other than as a result of payment of such amount in full in cash. (d) If any payment or distribution of any kind or character, whether in cash, securities or other property (other than Restructured Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, with respect to any Intercompany Indebtedness shall (despite these subordination provisions) be received by any Intercompany Lender in violation of paragraph (b) or (c) of this Section prior to all Senior Indebtedness having been paid in full in cash, such payment or distribution shall be held by such Intercompany Lender in trust (segregated from other property of such Intercompany Lender) for the benefit of the Administrative Agent, and shall be paid over or delivered to the Administrative Agent promptly upon receipt to the extent necessary to pay all Senior Indebtedness in full in cash. (e) Each Intercompany Lender agrees to file all claims against each relevant Intercompany Debtor in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Obligations unlessIntercompany Indebtedness, at and the time Administrative Agent shall be entitled to all of such payment, all amounts then due and owing under or Intercompany Lender's rights thereunder. If for any reason an Intercompany Lender fails to file such claim in respect of any Intercompany Indebtedness at least 10 Business Days prior to the Senior Debt have been paid last date on which such claim should be filed, such Intercompany Lender hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and the Administrative Agent is hereby authorized to act as attorney-in-fact in full such Intercompany Lender's name to file such claim or, in the Administrative Agent's discretion, to assign such claim to and no default exists cause proof of claim to be filed in respect the name of the Senior Debt Administrative Agent or any document evidencingits nominee. In all such cases, securing whether in administration, bankruptcy or relating otherwise, the Person or Persons authorized to pay such claim shall pay to the Senior Debt; (c) Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Intercompany Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking hereby assigns to the Administrative Agent all of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object such Intercompany Lender's rights to any borrowing under any Senior Debt; (e) payments or distributions to which such Intercompany Lender otherwise would be entitled. If the Lender agreesamount so paid is greater than such Intercompany Lender's liability hereunder, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of Administrative Agent shall pay the subordination provided for herein in the form attached as Exhibit C, but without prejudice excess amount to the rights of any holder of Senior Debt that does not request or receive such a confirmation; andparty entitled thereto. (f) Each Intercompany Lender and each Intercompany Debtor hereby agrees that the Borrowers subordination provisions set forth in this Agreement are not restricted from incurring indebtedness or charging their property for the benefit of the Administrative Agent and undertaking the other holders of Senior Indebtedness. The Administrative Agent may, on behalf of itself and such other holders of Senior Indebtedness, proceed to secure any indebtedness or other obligationsenforce these subordination provisions set forth herein.

Subordination. The Lender hereby agrees as follows: (a) the payment All claims of the Obligations Holder to principal, interest and any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) is hereby expressly subordinated andin right of payment, subject as herein set forth, to the right of prior payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of Senior Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Borrowers Company, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or any of them) and all liabilities and obligations of the Borrowers (or any of themotherwise) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, collect the “Senior Debt”Junior Indebtedness), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessif, at the time of such payment, all amounts exercise or immediately after giving effect thereto, (i) there shall exist any “Default” or “Event of Default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any of the Senior Indebtedness has been accelerated and such acceleration has not been waived or such Senior Indebtedness has not been paid in full; provided, however, that (x) in the event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Holder may accelerate the indebtedness evidenced by this Note, and (y) if the Company is permitted under the terms of the Senior Indebtedness to pay an amount due and owing under or in respect this Note and fails to make such payment, then so long as the terms of the Senior Debt have been Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). (b) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness of the Company shall first be paid in full full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and no default exists upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Company of any kind or character, whether in respect cash, property or securities, to which the Holder as holder of the Junior Indebtedness would be entitled except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holder if received by Holder, directly to the holder of the Senior Debt Indebtedness, or any document evidencingits representatives, securing or relating to the extent necessary to pay all such Senior Debt;Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness. (c) If the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect holders of the Obligations;Senior Indebtedness in good faith believe Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Senior Indebtedness may do so for Holder. (d) In the Lender shall not initiate event that any payment or prosecute any claim, action or other proceeding challenging distribution of assets of the enforceability Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing shall be received by the Holder before all the Senior Debt Indebtedness is paid in full, or object provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Senior Indebtedness or their representative or representatives, as their respective interests may appear, for application to the payment of all the Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full, in money, in accordance with its terms, after giving effect to any borrowing under any concurrent payment or distribution to or for the holders of such Senior Debt;Indebtedness. (e) The provisions hereof are solely for the Lender agreespurpose of defining the relative rights of the holders of the Senior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Company and the Holder, the obligations of the Company under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 6, if and so long as all documents governing the Senior Indebtedness permit one of the actions restricted by this Section 6, the restriction shall be waived and the restricted action permitted hereunder. (f) No right of any present or future holder of any Senior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any act or failure to act, in good faith, by any such holder of the Senior Indebtedness, or any noncompliance by the Company with the terms, provisions and covenants hereof, regardless of any knowledge thereof any holder of the Senior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Senior Indebtedness may, at any time and from time to time, without the request consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Senior Indebtedness, or otherwise amend or supplement in any manner the Senior Indebtedness or any instrument evidencing the same or any agreement under which the Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Indebtedness; (iii) release any person liable or contingently liable in any manner for the payment or collection of the Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company or any other person. (g) Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note. (h) Notwithstanding the provisions of this Section 6, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holder(s) of the Senior Indebtedness or their representatives send written notice to Holder of same. (i) Subject to the payment in full of all the Senior Indebtedness, Holder as holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Senior Indebtedness shall be paid in full. (j) The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of the Senior Indebtedness, and shall execute and deliver such additional subordination agreements, consistent with the foregoing as any holder of Senior DebtIndebtedness may require. (k) For purposes hereof, “Senior Indebtedness” means, with respect to the Company, all indebtedness of the Company, up to a maximum of $7,500,000 (the “Subordination Cap”), whether outstanding on the date of the execution of this Note or thereafter created, to execute banks, insurance companies, other financial institutions, private equity funds, hedge funds or other similar funds, unless in the instrument creating or evidencing such indebtedness it is provided that such indebtedness is not senior in right of payment to this Note. Senior Indebtedness, with respect to both the Company, shall also include indebtedness for taxes owed to federal or state agencies and deliver to such holder a confirmation other indebtedness of the subordination provided for herein Company, as the case may be, that by operation of law has a right that is senior to the Junior Indebtedness. Any such indebtedness of the Company whether outstanding on the date of the execution of this Note or thereafter created, that causes the Senior Indebtedness to exceed the Subordination Cap shall provide in the form attached as Exhibit C, but without prejudice instrument creating or evidencing such indebtedness that such indebtedness is not senior in right of payment to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsthis Note.

Subordination. The Lender hereby Each Credit Party executing this Agreement covenants and agrees as follows: (a) that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Credit Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Credit Party to such Credit Party, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 12.9, postponed to the repayment prior payment in full of all other indebtedness of the Borrowers Obligations (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyherein, the “Senior DebtObligations”)) and that the subordination is for the benefit of the Lender, as and Lender may enforce such Senior Debt provisions directly, provided, that regularly scheduled payments under Intercompany Obligations may be modified renewedmade so long as no Default, extendedwhich is not reasonably capable of being cured, increased or modified Event of Default has occurred and is continuing. Each Credit Party executing this Agreement hereby (i) authorizes Lender to demand specific performance of the terms of this Section 12.9, whether or not any other Credit Party shall have complied with any of the provisions hereof applicable to it, at any time when such Credit Party shall have failed to comply with any provisions of this Section 12.9 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. Upon any distribution of assets of any Credit Party in any way from time dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): The Lender shall first be entitled to time and including all principal, interest, fees, expenses and other amounts owing from time receive payment in full in cash of the Senior Obligations before any Credit Party is entitled to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect on account of the Intercompany Obligations. Any payment or distribution of assets of any Credit Party of any kind or character, whether in cash, property or securities, to which any other Credit Party would be entitled except for the provisions of this Section 12.9(c), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the Lender, to the extent necessary to make payment in full of all Senior Obligations unlessremaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to the Lender. In the event that notwithstanding the foregoing provisions of this Section 12.9(c), at any payment or distribution of assets of any Credit Party of any kind or character, whether in cash, property or securities, shall be received by any other Credit Party on account of the time of Intercompany Obligations before all Senior Obligations are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to the Lender for application to the payment of the Senior Debt Obligations until all of the Senior Obligations shall have been paid in full and no default exists in respect full, after giving effect to any concurrent payment or distribution or provision therefor to the Lender. No right of the Senior Debt Lender or any document evidencing, securing other present or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability future holders of any Senior Debt Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or object impaired by any act or failure to any borrowing under any Senior Debt; (e) act on the Lender agrees, at the request part of any holder Credit Party or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Credit Party with the terms hereof, regardless of Senior Debt, to execute and deliver to any knowledge thereof which any such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbe otherwise charged with.

Subordination. The Lender hereby Creditor agrees as follows: (a) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of that all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existingowing to the Creditor by the Debtor whether for principal, interest, extensions of credit after the filing of a petition initiating any proceeding referenced in paragraph 2 hereof, premiums, fees, indemnities, expenses or otherwise and all claims and demands which the Creditor now has or may hereafter have or acquire against the Debtor (such indebtedness, claims and demands, collectively, hereinafter called "Subordinated Indebtedness") are not to be payable other than as provided herein, and that no payment on account thereof, nor any security therefor, shall be received, accepted or retained by the Creditor (other than as permitted herein) and no suit or proceeding seeking such payment or to foreclose or take any other action with respect to the collateral therefor shall be commenced unless and until the Debtor has paid and satisfied in full all its obligations to the Bank of every kind and description whether for principal, interest (including, without limitation, interest after the filing of a petition initiating any proceeding referenced in paragraph 2 hereof), premiums, fees, indemnities, expenses or otherwise, whether or not represented by negotiable instruments or other writings, whether direct or indirect, absolute or contingent, joint due or severalnot due, whether as principal secured or surety unsecured, original, deferred, renewed or extended, now in existence or hereafter incurred, originally contracted with the Bank or, with another and assigned or transferred to or otherwise acquired by the Bank, or in which the Bank may acquire a participation, and whether under a credit agreementcontracted by the Debtor alone or jointly and/or severally with another or others (such obligations, promissory note, guarantee or otherwise (collectively, hereinafter called the “"Senior Debt”Indebtedness"). Notwithstanding anything to the contrary contained herein, so long as such Senior Debt may be modified renewedno default has occurred under any instrument, extended, increased document or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under agreement evidencing or in respect of securing the Senior Debt have been paid in full Indebtedness, the Debtor shall be permitted to make, and no default exists in respect the Creditor shall be permitted to receive regularly scheduled payments of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsaccrued interest only.

Subordination. The Lender Parties hereby agrees as follows: acknowledge that TDI has or will incur certain indebtedness (athe "Indebtedness") to ▇▇▇▇▇ Fargo, N.A. ("Senior Creditor"). The Parties further acknowledge and understand that TDI is restricted under the payment terms and conditions of the Obligations is subordinated and, subject certain loan documents between TDI and Senior Creditor related to the right of Indebtedness from making any cash payment to TLR, as contemplated hereunder, for a period of 18 months from the extent Effective Date. Provided, further, that so long as there are any sums owing from TDI to Senior Creditor associated with the Indebtedness, and in the manner set forth in paragraph (b) belowany renewals, postponed modifications or extensions thereof, TLR hereby subordinates all TDI's indebtedness and obligations to the repayment in full of TLR under this Services Agreement, whether now existing or hereafter incurred, to all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of TDI to Senior Creditor, and further, so long as there are any sums outstanding in connection with the Borrowers (Indebtedness or Senior Creditor is committed or otherwise obligated to advance funds to TDI in connection with the Indebtedness, TLR further agrees that, except as otherwise expressly provided herein, it will not ask for, make, demand, sue for, take or receive from TDI, by set-off or any of them) to other manner, the whole or any holder of such indebtedness part of any kindmonies, principal or interest, now or hereafter existingowing by TDI to TLR under this Services Agreement, nor any security therefore, unless and until all indebtedness and obligations of TDI to Senior Creditor, whether now existing or hereafter arising, direct or indirect, absolute or contingent, joint secured or severalunsecured, whether as principal due or surety not due, and whether under arising directly between TDI and Senior Creditor or acquired outright, conditionally or as collateral security from another by Senior Creditor, shall have been fully paid with interest. The Parties agree that Senior Creditor is a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect third-party beneficiary of the Senior Debt have been paid in full and no default exists in respect provisions of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsthis Section 3.

Subordination. The Lender hereby Each Obligor severally covenants and agrees in its respective capacity as follows: (a) the payment holder or payee of the Obligations any Subordinated Debt, that any Subordinated Debt owed to it, whether now or hereafter existing, is subordinated and, subject to the in right of payment and enforcement, to the extent and in the manner set forth provided in paragraph (b) belowthis Section 1, postponed to the repayment prior payment in full in cash of all other indebtedness of the Borrowers Secured Obligations and that the subordination herein is for the benefit of the Collateral Agent and the other Secured Parties. Each Obligor (with respect to Subordinated Debt owed to it) agrees that, after the occurrence and during the continuation of an Event of Default, such Obligor shall not ask, demand, accelerate, ▇▇▇ for, or take or receive from any other Obligor, directly or indirectly, in cash, securities, or other property or by set-off or in any other manner (including, without limitation, from or by way of collateral), payment of all or any of them) and all liabilities and obligations the Subordinated Debt. Without limitation of the Borrowers (or any of them) foregoing with respect to any holder Subordinated Debt, so long as no Event of Default has occurred and is continuing, to the extent permitted under the First Lien Documents, any Obligor may make and any Obligor may receive any (x) payments of principal, interest and any other amounts, including, without limitation, prepayments of principal and (y) refinancings, replacements, renewals or extensions of such indebtedness Subordinated Debt that are subordinated to the Secured Obligations in accordance with this Section 1; provided, that in the event that any Obligor receives any payment of any kindsuch Subordinated Indebtedness at a time when such payment is prohibited by this Section 1, now or hereafter existingsuch payment shall be held by such Obligor, direct or indirectin trust for the benefit of, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, shall be paid forthwith over and delivered to the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) Collateral Agent for the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect benefit of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating Secured Parties according to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec respective Secured Obligations held or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsrepresented by each.

Subordination. (A) The Lender hereby Holder of this Note, for itself and its successors and assigns, agrees as follows: that this Note and the obligations represented thereby (athe "SUBORDINATED OBLIGATIONS") the payment of the Obligations is subordinated andshall, subject to the right of payment to the extent and in the manner hereinafter set forth forth, be subordinated and subject in paragraph (b) below, postponed right of payment to the repayment prior payment in full of all other Senior Indebtedness hereinafter defined. The term "Senior Indebtedness" means (a) all indebtedness of ACC, including the Borrowers (or any principal of them) and all liabilities premium, if any, and obligations of the Borrowers (or any of them) to any holder of interest on such indebtedness whether outstanding on the date of any kindthis Note or thereafter created, now or hereafter existing(i) for borrowed money, direct or indirect, absolute or contingent, joint or several, whether as principal or surety together with all amounts for fees and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time due to time any banks or like financial institutions, (ii) constituting purchase money indebtedness for the payment of which ACC is directly or contingently liable, (iii) constituting reimbursement obligations under bank letters of credit and standby letters of credit, (iv) under steamship guarantees and airway releases, (v) under any lease of real or personal property, whether outstanding on the date of execution of this Note or thereafter created, incurred or assumed, which obligations are capitalized on the books of ACC in respect accordance with generally accepted accounting principles, (vii) for accounts payable, accrued expenses and taxes payable, (viii) relating to indebtedness of such Senior Debt; others of the kinds referred to in the foregoing clauses (i) through (vii) guaranteed or assumed, directly or indirectly, by ACC, and (b) the Lender may not receive any payment in respect modifications, refundings, deferrals, renewals or extensions of any Obligations unlesssuch Senior Indebtedness, at the time of such paymentor securities, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencingnotes, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec debentures or other charge, lien or encumbrance on any property, asset or undertaking evidences of any Borrower indebtedness issued in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any exchange for such Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein Indebtedness. As used in the form attached as Exhibit C, but without prejudice to preceding sentence the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.term

Subordination. The Lender hereby agrees as follows: (a) the payment All indebtedness, liabilities and obligations of the Obligations is subordinated and, subject a Borrower to the other Borrowers, or any claims or causes of action of a Borrower against the other Borrowers, shall be and hereby are made subject to, postponed, subordinated and junior in right of payment to the extent satisfaction and in the manner set forth in paragraph (b) below, postponed to the repayment payment in full of all other indebtedness of the Obligations of each Borrower to the Agent and Lenders arising under this Agreement, the Notes and any other Loan Documents or in any other manner arising or existing, and any payment by a Borrower or other distribution of property of a Borrower to the other Borrowers in payment of any indebtedness, liabilities or obligations (the "Intercompany Debt") prior to satisfaction or payment in full of the Obligations, while the Loans or Commitments therefor are outstanding, shall be received in trust by such Borrower and promptly turned over to the Agent, provided, however, that so long as no Event of Default has occurred or is continuing, repayment of loans and advances in accordance with the terms hereof by any Borrower to any other Borrower shall not be prohibited or postponed. Each Borrower will mark ▇▇▇ books and records and cause any promissory note or other instrument evidencing the Intercompany Debt to clearly indicate that the Intercompany Debt is subordinated hereby to the Obligations. Each Borrower will, upon demand of them) the Agent, cause any Intercompany Debt not evidenced by a promissory note or other instrument to be so evidenced and, as security for the Obligations, endorse with recourse such notes or instruments to the Agent and otherwise assign to the Agent any and all liabilities Intercompany Debt and obligations of any and all security therefor. In the Borrowers event any receivership, insolvency, bankruptcy, reorganization, arrangement, composition, readjustment or other similar proceedings are commenced or instituted by or against a Borrower, the Obligations shall be paid in full before any Borrower shall be entitled to receive or retain any payment or distribution in respect to the Intercompany Debt, and, in order to implement the foregoing, (or any of thema) to any holder of such indebtedness all payments and distributions of any kind, now kind or hereafter existing, direct or indirect, absolute or contingent, joint or severalcharacter, whether as principal in cash, property or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or securities in respect of the Senior Intercompany Debt have been paid to which a Borrower would be entitled shall be made directly to the Agent, (b) each Borrower shall promptly file a claim or claims, in the form required in such proceedings, for the full outstanding amount of the Intercompany Debt, and no default exists shall use its best efforts to cause such claim or claims to be approved and all payments and other distributions in respect of the Senior Debt or any document evidencing, securing or relating thereof to be made directly to the Senior Debt; Agent, and (c) each Borrower hereby irrevocably agrees that the Lender shall not accept any mortgageAgent may, pledgein its sole discretion, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights name of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.Borrower or

Subordination. The Lender Any indebtedness of an Obligor now or hereafter owing to another Obligor is hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject to the right obligations of payment such debtor Obligor owing to the extent Creditors; and in if the manner set forth in paragraph (b) belowFacility Agent so requests at a time when an Event of Default has occurred and is continuing, postponed all payments with respect to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of such debtor Obligor shall be collected, enforced and received by the Obligor holding such intercompany indebtedness for the benefit of the Creditors and be paid over to the Facility Agent on behalf of the Creditors, but without affecting or impairing in any kindmanner the liability of any Obligor hereunder or under the provisions of the other Finance Documents. Each Obligor that is a holder of any intercompany indebtedness hereby agrees that, now so long as any Default or hereafter existingEvent of Default has occurred and is continuing hereunder, direct or indirectit will not sue for, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, take any action to enforce the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased obligations to pay or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; intercompany indebtedness. Each Obligor hereby waives any requirement for marshalling of assets by the Collateral Agent or any Creditor in connection with any foreclosure of any lien of the Creditors under the Finance Documents. Each Obligor agrees that it will not, and hereby waives any right to, make any assertion or claim in any action, suit or proceeding of any nature whatsoever (bincluding without limitation, any insolvency proceeding) in any way challenging (or supporting the challenge of ) the Lender may not receive any payment in respect of any Obligations unlesspriority, at the time of such paymentvalidity, all amounts then due and owing under effectiveness, extent, perfection or in respect enforceability of the Senior Debt have been paid liens and security interests granted to the Collateral Agent and/or any other Creditor under and in full and no default exists in respect of connection with the Senior Debt Finance Documents, or any document evidencingamendment, securing extension, replacement thereof or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsrelated agreement.

Subordination. The Lender hereby agrees as follows: (a) Anything contained in this Note to the payment contrary notwithstanding, the indebtedness evidenced by the Notes shall be subordinate and junior, to the extent set forth in the following paragraphs (A), (B), (C), (D) and (E), to all Senior Indebtedness of the Obligations is subordinated andCompany. "Senior Indebtedness" shall mean the principal of, subject premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all reasonable fees, reimbursement and indemnity obligations, and all other obligations arising in connection with, any indebtedness for borrowed money of the Company, contingent or otherwise, now outstanding or created, incurred, issued, assumed or guaranteed in the future, for which, in the case of any particular indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such indebtedness shall not be subordinate in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all any other indebtedness of the Borrowers Company. Without limiting the generality of the foregoing, Senior Indebtedness shall include all Obligations under and as defined in the Credit Agreement (or any of them) the "Senior Credit Obligations"). Notwithstanding the foregoing, Senior Indebtedness shall include only such Senior Credit Obligations until such time as the same are paid in full in cash and all liabilities and obligations to provide financial accommodations under the Credit Agreement have terminated. For purposes of this Note, "Credit Agreement" shall mean the Borrowers (or any Credit Agreement, dated as of them) to any holder of such indebtedness of any kindMarch 29, now or hereafter existing1996, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee amended or otherwise (collectivelymodified, among Aurora Electronics Group, Inc., the “Senior Debt”Company, the Guarantors named therein, the Lenders named therein and The Chase Manhattan Bank (formerly known as Chemical Bank, N.A.), as such Senior Debt may be modified renewedAgent (the "Agent"), extendedtogether with any agreement entered into in connection with the restatement, increased renewal, extension, restructuring, refunding or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect refinancing of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: (a) The Holder of this Debenture, by its acceptance of this Debenture, agrees that the payment of the Subordinated Obligations is are subordinated and, subject to the in right of payment payment, to the extent and in the manner set forth provided in paragraph this Section 9, to the prior payment in full in cash of all Senior Obligations (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that this subordination is for the benefit of the holders of Senior Obligations. Each holder of Senior Obligations, whether now outstanding or hereafter incurred, shall be deemed to have acquired such Senior Obligations in reliance upon the terms and provisions of this Section 9. b) belowThe Holder, postponed to the repayment in full by its acceptance of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kindthis Debenture, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any agrees that no payment in respect of any Obligations unlessthe Subordinated Obligations, at the time of such paymentwhether as principal, all amounts then due interest or otherwise, and owing under or whether in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencingcash, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec securities or other charge, lien or encumbrance on any property, asset shall be made by or undertaking on behalf of any Borrower in respect of the Obligations; (d) the Lender shall not initiate Company, or prosecute any claimreceived, action accepted or other proceeding challenging the enforceability of any Senior Debt demanded, directly or object to any borrowing under any Senior Debt; (e) the Lender agreesindirectly, at the request by or on behalf of any holder of Senior DebtSubordinated Obligations, at any time prior to execute and deliver to such holder a confirmation payment in full in cash of the subordination provided Senior Obligations. c) Each holder of Subordinated Obligations agrees not to ask, demand, s▇▇ for herein or take or receive from the Company in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the form attached as Exhibit CSubordinated Obligations. In the event that any payment by the Company of any kind or character, but without prejudice whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be received by or on behalf of Holder or any affiliate thereof at a time when such payment is prohibited under this Section 9, such payment or distribution shall be held by such Holder or affiliate in trust (segregated from other property of such Holder or affiliate) for the benefit of, and shall forthwith be paid over to, the holders of Senior Obligations to be applied to the rights balance of the Senior Obligations, until paid in full. d) Company shall not give, or permit to be given, and no holder of Subordinated Obligations shall receive, accept or demand, (i) any security of any holder nature whatsoever for any Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Company, any of its subsidiaries or any other obligor, or (ii) any guarantee of any Subordinated Obligations, of any nature whatsoever, by the Company, any subsidiary of the Company, or any other person. e) The holders of the Senior Obligations have made or will make loans and extend credit to Company in reliance on this Section 9 and the other terms of this Debenture and the documents executed in connection with this Debenture and are entitled to the benefits of the provisions hereof and thereof. Accordingly, the holders of the Senior Obligations shall be entitled to enforce any such provision against the Holder or the Company and its subsidiaries. f) The Holder agrees that it will not contest the validity, perfection, priority or enforceability of the liens upon any collateral securing the Senior Obligations, and that, as between the holders of Senior Debt that does not request Obligations and the Holder, the terms of this Section 9 shall govern even if part or receive such a confirmation; and (f) all of the Borrowers Senior Obligations or the liens securing payment and performance thereof are not restricted from incurring indebtedness perfected or charging their property and undertaking to secure are avoided, disallowed, set aside or otherwise invalidated in any indebtedness judicial proceeding or other obligationsotherwise.

Subordination. The Lender hereby agrees as follows: (a) Indebtedness evidenced by this Debenture is expressly made pari passu with the payment Indebtedness incurred pursuant to (i) the 7.0% Convertible Subordinated Note dated as of August 14, 2001 issued by the Company in favor of ▇▇▇▇▇▇▇▇▇▇▇ Capital Income Fund in the original principal amount of $30,000,000 and (ii) any other Debentures. (b) In any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Obligations is subordinated andCompany (being hereinafter referred to as a "Proceeding"), subject upon payment or distribution to creditors of assets of the Company of any kind or character, whether in cash, property or securities, all Senior Indebtedness (as defined below) shall first be paid in full in cash before any holders of the Debentures shall be entitled to receive or, if received, to retain any payment or distribution on account of the Debentures, and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any holders of the Debentures would be entitled except for the provisions of this Section 18 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by any holders of the Debentures who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the Debentures. (c) The provisions of this Section 18 are intended solely for the purposes of defining the relative rights of the holders of the Debentures and the holders of Senior Indebtedness and nothing in this Section 18 shall impair, as between the Company and any holders of the Debentures, the obligation of the Company, which is unconditional and absolute, to pay to the holders of the Debentures the principal thereof and interest thereon, in accordance with the terms of the Debentures. (d) The Holder agrees that (i) the Junior Debt (as defined below) is hereby expressly made subordinate and subject in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment prior payment in full in cash of all other indebtedness Senior Indebtedness, (ii) the subordination is for the benefit of the Borrowers (or any of them) and all liabilities and obligations holders of the Borrowers Senior Indebtedness, and (iii) the holders of Senior Indebtedness shall conclusively be deemed to have extended or any acquired the Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guarantied, in reliance upon the provisions of themthis Section 18.(e) to any holder of such indebtedness Upon the maturity of any kindSenior Indebtedness, now by lapse of time, acceleration or hereafter existingotherwise, all principal, premium, interest and other amounts constituting or payable with respect to Senior Indebtedness shall first be paid in full in cash before any direct or indirect, absolute indirect payment or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, distribution is made by the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all Company on account of principal, interest, fees, expenses and premium or other amounts owing from time constituting or payable with respect to time in respect of such Senior Junior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: (a) Each Subordinated Creditor and each Obligor agrees that the payment of the Obligations Subordinated Debt is subordinated andand shall be subordinate, subject to the right of payment to the extent and in the manner hereinafter set forth in paragraph (b) belowforth, postponed to the repayment prior payment in full in cash of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness Secured Obligations of any kind, such Obligor now or hereafter existing, direct including, without limitation, where applicable, such Obligor’s guarantee thereof (the “Senior Indebtedness”). (b) Notwithstanding the date, manner or indirectorder of grant, absolute attachment or contingentperfection of any Lien of the Collateral Agent in any Collateral securing the Senior Indebtedness (all such Liens, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior DebtLiens”) or any Liens of a Subordinated Creditor in any Collateral securing Indebtedness (all such Liens, collectively, the “Junior Liens”) and notwithstanding any provision of the UCC or any other applicable Law or any Loan Document or other documents, agreement or instrument, the Administrative Agent, the Collateral Agent and each Subordinated Creditor hereby agree that (i) the Senior Liens, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to any Junior Liens, and (ii) any Junior Liens, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to the Senior Liens. Without limiting the generality of the foregoing, it is expressly agreed that all proceeds of Collateral received by any Subordinated Collateral shall be paid over to the Administrative Agent for application to the Senior Indebtedness until paid in full in accordance with Section 1(c) below. The foregoing shall apply regardless of the order of filing of any such Liens (or the exercise of control over or possession of any Collateral) or perfection of any such security interests (or failure to make any such filing or perfect any such security interest), as or the avoidance of any such security interest. The Lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of any Senior Debt Indebtedness or applicable Indebtedness owed to any Subordinated Creditor (or any part thereof), by the release of any Collateral or of any guarantees for any Senior Indebtedness or applicable Indebtedness owed to any Subordinated Creditor or by any action that any Secured Party or Subordinated Creditor may be modified renewed, extended, increased take or modified in any way from time fail to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment take in respect of any Obligations unlessCollateral. (c) For the purposes of this Intercompany Subordination Agreement, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt Indebtedness shall not be deemed to have been paid in full and no default exists in respect of until the date that is 91 days after the Obligations Payment Date; provided that such Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender Indebtedness shall not accept any mortgage, pledge, hypothec or be considered paid in full if such Senior Indebtedness has been refinanced with proceeds of other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsIndebtedness.

Subordination. The Lender hereby agrees All claims of each Creditor against the Company now or hereafter existing are and shall be at all times SUBJECT, SUBORDINATE AND INFERIOR, both in right of payment and lien priority, to any and all claims, whether now or hereafter existing and however created or evidenced, which the Agent or the Lenders has or may have against the Company (and all extensions, renewals, increases, decreases, modifications, replacements and substitutions of or for any such claims, such claims and all such extensions, etc. being herein called the "SENIOR OBLIGATIONS"), for so long as follows: any Senior Obligations shall exist. So long as no Default or Event of Default shall have occurred under the Credit Agreement and so long as no other default shall have occurred in payment or performance of any of the Senior Obligations, payments of interest and principal on the claims of Creditors may be made at their respective scheduled maturity dates (it being understood that no prepayment shall be made of such claims and no modification or acceleration, for default or otherwise, of such maturity dates shall be permitted). If a Default or an Event of Default shall occur under the Credit Agreement or if any other default shall occur in payment or performance of any of the Senior Obligations, then and for so long as (a) the payment such Default shall not have been cured or waived before it has become an Event of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (Default or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may Agent shall not receive have declared in writing that such Event of Default or other default (if any) has been cured or waived, no payment of interest or premium on any of the claims of Creditors and no payment of principal of any of the claims of creditors, whether or not then due, shall be made without the prior written consent of the Agent, and any payment made during such time shall (i) be held in respect of any Obligations unless, at trust for the time of such payment, all amounts then due and owing under or in respect benefit of the Lenders, and (ii) immediately be paid over by its recipient to the Agent for application on the obligations of the Company to the Lenders and the Agent in accordance with the provisions of the Credit Agreement, without notice or demand. The subordination of claims of Creditors made hereby shall remain in effect so long as there shall be outstanding any Senior Debt Obligation of the Company to any of the Lenders or the Agent (for this purpose, the Company shall be deemed obligated to the Lenders and the Agent so long as any of the Lenders shall have outstanding any commitment under the Credit Agreement or any other Facilities Papers to make any loan or extend any other financial accommodations to the Company or any 118 of its successors, whether or not any such loan or financial accommodation shall have been paid in full and no default exists in respect of the Senior Debt made, advanced or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsextended).

Subordination. The Lender hereby agrees as follows: All loans made by Parent to Subsidiary pursuant to Section 3 hereof (athe "Subordinated Loans") the payment of the Obligations is subordinated and, subject to the shall be subordinate and junior in right of payment to the prior payment in full of all Debt from time to time outstanding owing to any Lender, to the extent and in the manner set forth in paragraph provided below: (ba) below, postponed Unless and until all Debt owing to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt Lenders shall have been paid in full and no default exists the Commitments shall have been terminated: (i) Parent will not sell, assign or otherwise transfer any claim against Subsidiary in respect of any Subordinated Loan unless such transfer is made expressly subject to this Agreement and the Senior Debt or any document evidencing, securing or relating transferee shall execute an instrument whereby the transferee agrees to be bound by the Senior Debtprovisions of this Section 7; (cii) Subsidiary will not make, and Parent will not demand, accept or receive, any direct or indirect payment (in cash, property, by set-off or otherwise) of or on account of any Subordinated Loan, and no such payment shall be due, except that nothing contained in this Section 7(a) shall prevent Subsidiary from making, or Parent from accepting and receiving, any payment on account of Subordinated Loans, if there is not then in existence a default by Subsidiary under the Lender shall not accept Credit Agreement or the Notes (as defined in the Credit Agreement) or a default by Parent under this Agreement. (b) In the event of (x) any mortgageinsolvency, pledgebankruptcy, hypothec receivership, liquidation, reorganization, readjustment, composition or other charge, lien similar proceeding relative to Subsidiary or encumbrance on any its creditors of its property, asset or undertaking (y) any proceeding for the voluntary liquidation, dissolution or other winding up of subsidiary, whether or not involving insolvency or bankruptcy proceedings, or (z) any assignment for the benefit of creditors or other marshalling of the assets of Subsidiary, then and in any such event: (i) all Debt owing to the Lenders shall be paid in full before any payment or distribution of any Borrower character (whether in cash, securities or other property) shall be made in respect of the Obligationsany Subordinated Loans; (dii) the Lender shall not initiate any payment or prosecute distribution of any claimcharacter (whether in cash, action securities or other proceeding challenging property) which would otherwise (but for the enforceability provisions of this Section 7) be payable or deliverable in respect of any Senior Subordinated Loan shall be paid or delivered directly to the Lenders until all Debt or object owing to any borrowing under any Senior Debtthe Lenders shall have been paid in full; (eiii) Parent irrevocably authorizes and empowers the Lender agreesLenders to demand, at the request of sue ▇▇▇, collect and receive any holder of Senior Debt, to execute such payment or distribution and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.to

Subordination. The Lender This Note and all indebtedness represented hereby agrees as follows: shall be expressly subordinate to: (ai) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other any indebtedness of the Borrowers HCSI (or any of them) and all liabilities and obligations of the Borrowers (or any of themas hereinafter defined) to Bank of America, N.A.; and (ii) any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether Borrower for money borrowed which has been afforded a security interest under a credit agreement, promissory note, guarantee or otherwise applicable law (collectively, "Senior Indebtedness"). If there shall occur any receivership, insolvency, assignment for the “Senior Debt”benefit of creditors, bankruptcy, reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws), as such Senior Debt may sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of HCSI or the Company: (i) no amount shall be modified renewed, extended, increased paid by HCSI or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or Company in respect of the principal of, interest on or other amounts due with respect to this Note at the time outstanding, unless and until the principal of and interest on the Senior Debt have been Indebtedness then outstanding shall be paid in full full; and (ii) no default exists claim or proof of claim shall be filed with HCSI or the Company by or on behalf of Holder of this Note which shall assert any right to receive any payments in respect of the Senior Debt or any document evidencing, securing or relating principal of and interest on this Note except subject to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower payment in respect full of the Obligations; (d) principal of and interest on all of the Lender Senior Indebtedness then outstanding. Holder, by its acceptance hereof, shall not initiate or prosecute any claimbe deemed to acknowledge and agree that the foregoing subordination provisions are, action or other proceeding challenging the enforceability and are intended to be, an inducement to and a consideration of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any each holder of Senior DebtIndebtedness, to execute and deliver to whether such holder a confirmation Senior Indebtedness was created or acquired before or after the creation of the subordination provided for herein in the form attached as Exhibit Cindebtedness evidenced by this Note, but without prejudice to the rights of any and each such holder of Senior Debt that does not request Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or receive in continuing to hold, such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSenior Indebtedness.

Subordination. The Lender hereby agrees as follows: (a) Each Grantor executing this Agreement covenants and agrees that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Loan Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Grantor to such Grantor, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 8.14, postponed to the repayment prior payment in full of all Secured Obligations (other indebtedness of the Borrowers than contingent indemnification obligations as to which no claim has been asserted) (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyherein, the “Senior DebtObligations”)) and that the subordination is for the benefit of Collateral Agent and the other Secured Parties, as and Collateral Agent may enforce such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;provisions directly. (b) Each Grantor executing this Agreement hereby (i) authorizes the Lender may Collateral Agent to demand specific performance of the terms of this Section 8.14, whether or not any other Grantor shall have complied with any of the provisions hereof applicable to it, at any time when such Grantor shall have failed to comply with any provisions of this Section 8.14 which are applicable to it and (ii) irrevocably waives (to the maximum extent permitted by Requirement of Law) any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Upon any distribution of assets of any Grantor in any dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) The Collateral Agent and other Secured Parties shall first be entitled to receive payment in full in cash of the Senior Obligations before any Grantor is entitled to receive any payment in respect on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Grantor of any kind or character, whether in cash, property or securities, to which any other Grantor would be entitled except for the provisions of this Section 8.14(c), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Collateral Agent, to the extent necessary to make payment in full of all Senior Obligations unless(other than contingent indemnification obligations as to which no claim has been asserted) remaining unpaid after giving effect to any concurrent payment or distribution or provisions therefore to Collateral Agent and the other Secured Parties. (iii) In the event that, at notwithstanding the time foregoing provisions of this Section 8.14(c), any payment or distribution of assets of any Grantor of any kind or character, whether in cash, property or securities, shall be received by any other Grantor on account of the Intercompany Obligations before all Senior Obligations (other than contingent indemnification obligations as to which no claim has been asserted) are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to Collateral Agent for application to the payment of the Senior Debt Obligations (other than contingent indemnification obligations as to which no claim has been asserted) until all of the Senior Obligations (other than contingent indemnification obligations as to which no claim has been asserted) shall have been paid in full full, after giving effect to any concurrent payment or distribution or provision therefore to Collateral Agent and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations;Secured Parties. (d) No right of Collateral Agent and the Lender shall not initiate other Secured Parties or prosecute any claim, action other present or other proceeding challenging the enforceability future holders of any Senior Debt Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or object impaired by any act or failure to any borrowing under any Senior Debt; (e) act on the Lender agrees, at the request part of any holder Grantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Grantor with the terms hereof, regardless of Senior Debt, to execute and deliver to any knowledge thereof which any such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbe otherwise charged with.

Subordination. The Lender hereby agrees as follows: Notwithstanding anything to the contrary contained in this Note, the Holder agrees, by acceptance of this Note, that the obligations under this Note, including principal, interest and all other amounts payable hereunder (a) collectively, the payment “Subordinated Indebtedness”), shall be and remain junior and subordinate to any and all indebtedness, obligations and liabilities, including principal and interest, of the Obligations is subordinated and, subject Borrower and the Subsidiaries to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Senior Lenders under a Senior Credit Facility now existing or hereafter existingarising, whether direct or indirect, secured or unsecured, absolute or contingent, joint or several or joint and several, and howsoever owned, held or acquired, whether through discount, purchase, direct loan or as principal or surety and whether under a credit agreement, promissory note, guarantee collateral or otherwise and all post-petition interest in a bankruptcy or similar proceeding whether or not allowed, all on the following terms and conditions: (collectivelya) The Holder will take no steps, whether by suit or otherwise, to compel or enforce the “Senior Debt”)collection of Subordinated Indebtedness, nor will the Holder use Subordinated Indebtedness by way of counterclaim, set-off, recoupment or otherwise so as such Senior Debt may be modified renewedto diminish, extendeddischarge or otherwise satisfy in whole or in part any indebtedness or liability of the Holder to the Borrower, increased whether now existing or modified in any way from time to time hereafter arising and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;howsoever evidenced. (b) In the Lender may not receive any payment in respect event of any Obligations unlessdistribution, at dividend, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the time assets of such paymentthe Borrower or of the proceeds thereof to the creditors of the Borrower or upon any indebtedness of the Borrower, all amounts then due occurring by reason of the liquidation, dissolution, or other winding up of the Borrower, or by reason of any execution sale, or bankruptcy, receivership, reorganization, arrangement, insolvency, liquidation or foreclosure proceeding of or for the Borrower or involving its property, no dividend, distribution or application shall be made, and owing under the Holder shall not be entitled to receive or retain any dividend, distribution, or application on or in respect of the principal of or interest on Subordinated Indebtedness, unless and until all principal of and interest on Senior Debt Indebtedness then outstanding shall have been paid and satisfied in full full, and no default exists in any such event any dividend, distribution or application otherwise payable in respect of the Subordinated Indebtedness shall be paid and applied on Senior Debt or any document evidencing, securing or relating to the Indebtedness until such Senior Debt;Indebtedness has been fully paid and satisfied. (c) No Senior Lender need at any time give the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking Holder notice of any Borrower in respect kind of the Obligations;creation or existence of any Senior Indebtedness, nor of the amount or terms thereof, all such notice being hereby expressly waived. Also, the Senior Lenders may at any time from time to time, without the consent of or notice to the Holder, without incurring responsibility to the Holder, and without impairing or releasing the obligation of the Holder under this Note (i) renew, refund or extend the maturity of, or increase or decrease the amount of, any Senior Indebtedness, or any part thereof, or otherwise revise, amend or alter the terms and conditions thereof, (ii) sell, exchange, release or otherwise deal with any property by whomsoever at any time pledged, mortgaged or otherwise hypothecated or subjected to a lien to secure any Senior Indebtedness, and (iii) exercise or refrain from exercising any rights against the Borrower, any Subsidiary and others, including the Holder. (d) The Holder will not sell, assign or otherwise transfer any Subordinated Indebtedness, or any part thereof, except subject to and in accordance with the Lender shall not initiate terms of this Note and upon the agreement of the transferee or prosecute any claim, action or other proceeding challenging assignee to abide by and be bound by the enforceability terms of any Senior Debt or object to any borrowing under any Senior Debt;this Note. (e) The Holder expressly subordinates all of the Lender agreesHolder’s rights in the Collateral now or later securing the Subordinated Indebtedness to all rights of the Senior Lenders, at and any and all of their successors and assigns, now or later existing in any of the request same Collateral to secure the Senior Indebtedness, and any and every lien or security interest with respect to the Collateral in favor of or held for the benefit of the Senior Lenders, and any and all of their successors and assigns, now have and shall have priority over every lien and security interest that the Holder now has or may hereafter acquire with respect to the Collateral, all notwithstanding any statement or provision contained in the instruments evidencing the Subordinated Indebtedness, or agreements with respect thereto or otherwise to the contrary and irrespective of the time or order of filing or recording of financing statements, deeds of trust, mortgages or other notices of Liens granted pursuant thereto, and irrespective of anything contained in any filing or agreement to which any part hereto or its respective successors and assigns may now or hereafter be a party, and irrespective of the ordinary rules for determining priorities under the Uniform Commercial Code of the State of Delaware or under any other law governing the relative priorities of secured creditors. The Holder consents to the creation and continuance of all present and future Liens of the Senior Lenders, and any and all of their successors and assigns, in the Collateral to secure the Senior Indebtedness and to the enforcement of those Liens, including the removal of the Collateral from the real property of the Borrower. This subordination as to the Collateral is intended to define the rights and duties of the Senior Lenders, and any and all of their successors and assigns, and the Holder; it is not intended that any third party shall benefit from it. If the effect of any holder provision of Senior Debtthis Note would be to give any third party a priority status to which that party would not otherwise be entitled, that provision shall, to execute the extent necessary to avoid that priority, be given no effect and deliver to such holder a confirmation the rights and priorities of the subordination provided for herein Senior Lenders, and any and all of their successors and assigns, and the Holder shall be determined in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; andaccordance with applicable law. (f) If notwithstanding the Borrowers are provisions of this Section 9, the Holder shall receive any payment of principal or interest on Subordinated Indebtedness which the Borrower or any Subsidiary is not restricted from incurring indebtedness entitled to make pursuant to the terms hereof, whether or charging their property not the Holder has knowledge that the Borrower or any Subsidiary is not entitled to make such payment, the Holder shall promptly account for such payment and undertaking upon any Senior Lender’s demand pay over such payment to secure the Senior Lender for application to the Senior Indebtedness owing to the Senior Lenders. No payment or any indebtedness distribution received by Senior Lenders in respect of Subordinated Indebtedness pursuant to any of the terms hereof shall entitle the Holder to any right, whether by virtue of subrogation or other otherwise, in and to any Senior Indebtedness unless and until all Senior Indebtedness owing to the Senior Lenders has been fully paid and satisfied and the Senior Lenders obligations, if any, to extend credit to the Borrower or any Subsidiary have expired or otherwise been terminated. (g) Holder further acknowledges and agrees, by acceptance of this Note, that SunTrust Bank (“SunTrust Bank”) is an intended third-party beneficiary of the provisions of this Section 9, and as such SunTrust Bank shall be fully entitled to enforce the same. In addition, Holder, by acceptance of this Note, hereby appoints _____________ (the “Holder’s Representative”) as the representative of Holder to execute a separate subordination agreement with SunTrust Bank on behalf of Holder in form and substance acceptable to SunTrust Bank (the “Subordination Agreement”), and agrees that Holder is appointed as agent and attorney-in-fact for and on behalf of Holder, with full power of substitution and with full power and authority to execute such Subordination Agreement on behalf of Holder, and that such Subordination Agreement shall be binding upon Holder and its successors as if expressly ratified and confirmed by them.

Subordination. The Lender hereby agrees Notwithstanding any other provision herein to the contrary, the Borrower, Lenders and Agent agree as follows: (a) The Subordinated Loans hereby are expressly subordinated in right of payment, delivery and issuance and in right of remedies and action to the prior performance and satisfaction and irrevocable and indefeasible payment in full in cash of the Senior Loan and to HCI's right to take all actions and to pursue all remedies under this Amended Security Agreement and the other Loan Documents, at law, in equity and otherwise as provided herein. In furtherance of the foregoing, the Other Lenders hereby subordinates all of their claims, rights and interest in and to the Senior Loan and agree not to accept any payment of the Obligations is subordinated andany Subordinated Loan or any security therefor, subject to the right of payment in each case to the extent of the subordination and other provisions to the benefit of HCI in this Amended Security Agreement and the manner set forth in paragraph other Loan Documents. (b) belowThe Borrower covenants and agrees not to make, postponed and each Other Lender covenants not to receive or collect, or permit to be received or collected, directly or indirectly from the Borrower, any amount in connection with any Subordinated Loan until the prior performance and satisfaction and irrevocable and indefeasible payment in full in cash of the Senior Loan. (c) Each Other Lender agrees that it shall not take any action, including, without limitation, any "Enforcement Action," with respect to any of the Subordinated Loans until irrevocable and indefeasible payment in full in cash and full performance and satisfaction of the Senior Loan. For purposes hereof, an "Enforcement Action" shall mean any action, whether legal, equitable, judicial, non-judicial or otherwise, to collect or receive any payment on any Subordinated Loan or to enforce or realize upon any lien, security interest, encumbrance, claim, right or other interest or arrangement now or in the future existing, including, without limitation, any repossession, foreclosure, public sale, private sale, collection, receipt, obtaining of a receiver or retention of all or any part of the Subordinated Loans. (d) If the Borrower shall make any payment, delivery or issuance with respect to any Subordinated Loan to any Other Lender or any Other Lender shall receive or collect any such payment, delivery or issuance or shall take any action or remedy, including, without limitation, any Enforcement Action, while any principal, interest or other amounts are due and owing with regard to the repayment Senior Loan, then (i) such payment, delivery or issuance shall be deemed to be the property of, segregated, received and held in full trust for the benefit of all HCI, and shall be immediately paid over and delivered forthwith to HCI, and (ii) such action or remedy shall be null and void and of no force or effect. (e) The subordinations and priorities specified in this Amended Security Agreement and the other indebtedness Loan Documents are applicable irrespective of (i) the Borrowers (time or any order of them) and all liabilities and obligations of the Borrowers (attachment, creation, making or any of them) to any holder of such indebtedness perfection of any kindliens, security interests, encumbrances or charges, now or hereafter existing, direct of or indirect, absolute for the benefit of any Other Lender or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise of HCI; (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (bii) the Lender may not receive any payment in respect time or order of any Obligations unlessfiling of financing statements, at (iii) the acquisition of purchase money or other security interests, (iv) the time of such paymentgiving or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests; or (v) the time or order of creation, all amounts then due and owing under making, payment or in respect incurring of the Senior Debt have been paid in full and no default exists in respect Loan or execution of the Senior Debt Loan Documents. The subordinations and priorities specified herein are not conditioned upon the nonavoidability or perfection of HCI's security interest in the Collateral or any document evidencing, securing part thereof under the bankruptcy code or relating to the Senior Debt; (c) the other insolvency laws or any other applicable law. No Other Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice be subrogated to the rights of any holder HCI to receive payments and distributions of assets of the Borrower applicable to the Senior Debt that does not request or receive such a confirmation; andLoan. (f) Each Other Lender and the Borrowers are not restricted from incurring indebtedness Borrower each hereby agrees to take or charging their property cause to be taken such further actions, to obtain such consents and undertaking approvals and to secure any indebtedness duly execute, deliver and file or cause to be executed, delivered and filed such further agreements, assignments, instructions, documents and instruments as may be necessary or as may be reasonably requested by HCI in order to fully effectuate the purposes, terms and conditions of this Amended Security Agreement and the other obligationsLoan Documents and the consummation of the transactions contemplated hereby, whether before, at or after the performance of the transactions contemplated hereby or the occurrence of an Event of Default.

Subordination. The Lender hereby agrees as follows: (a) Notwithstanding anything else in this Agreement to the contrary, (i) the Payee hereby subordinates to any holder ("Senior Creditor") of Senior Indebtedness (as defined in the Note), solely with respect to such Senior Indebtedness, any and all of its liens, claims, demands, rights or interests that Payee now has or hereafter acquires in, on or to the Collateral and all additions thereto and replacements and substitutions therefor, including without limitation any right to levy, distrain, take possession of, sell or otherwise take any action with respect to, the Collateral pursuant to this Agreement, and (ii) the Senior Creditor's security interest, solely with respect to the Senior Indebtedness, if any, in and to the Collateral shall be senior to all other liens, claims and interests of the Payee in the Collateral. In the event the Collateral is pledged to secure any Senior Indebtedness, (i) the Payee will cause the Agent to promptly deliver the Collateral to any such Senior Creditor in accordance with the reasonable provisions of the Senior Indebtedness and (ii) f the Payee shall receive any payment or distribution of any Collateral while any Senior Indebtedness is outstanding, it shall hold such payment or distribution in trust for the benefit of the Senior Creditor and shall immediately pay or transfer the same over to the Senior Creditor for application in payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph Senior Indebtedness. (b) belowThe Payee acknowledges and agrees that, postponed regardless of the time of loans, advances or extensions of credit made by the Senior Creditor to the repayment in full Pledgor or the relative times or order of all other indebtedness attachment, perfection or creation of any liens, claims, demands, rights or interests on Pledgor's assets or properties securing the Senior Indebtedness or the Note, or the actual possession of the Borrowers (Collateral, or the order of filing or recording of financing statements, mortgages or other documents, if any, or any of them) and all liabilities and obligations defect, deficiency, error or omission contained in any of the Borrowers (financing agreements thereof, or any of them) anything in this Agreement to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”)contrary, as such between the Payee and the Senior Debt Creditor, any liens, claims, demands, rights or interests that may be modified renewed, extended, increased or modified in any way granted from time to time pursuant to this Agreement or otherwise, solely to the extent that the Collateral is pledged to secure any Senior Indebtedness, shall in all respects be subordinate and including all principaljunior in priority and right of enforcement to the liens, interestclaims, feesdemands, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under rights or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating interests granted to the Senior Debt; (c) Creditor in the Lender Collateral. The Payee shall not accept directly or indirectly contest or take any mortgageaction that questions the validity, pledgepriority, hypothec perfection or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect enforceability of the Obligations; (d) liens, claims, demands, rights or interests granted to the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein Creditor in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsCollateral.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject SECTION 12.01. Anything in this Indenture or any Note to the contrary notwithstanding, the indebtedness evidenced by the Notes shall be subordinate and junior in right of payment payment, to the extent and in the manner hereinafter set forth forth, to all Senior Indebtedness of the Company whether outstanding at the date of this Indenture or incurred after the date of this Indenture: (1) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in paragraph (b) belowconnection therewith, postponed relative to the repayment Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all other indebtedness of principal and interest on all Senior Indebtedness before the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) Holders are entitled to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment on account of principal or interest upon the Notes, and to that end (but subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the subordinated indebtedness represented by the Notes and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any Obligations unlesskind or character, at the time of whether in cash or property or securities, which may be payable or deliverable in any such payment, all amounts then due and owing under or proceedings in respect of the Notes, except securities which are subordinate and junior in right of payment to the payment of all Senior Debt have been paid in full Indebtedness then outstanding. (2) In the event that any Note is declared or becomes due and no payable before its expressed maturity because of the occurrence of a default exists in respect hereunder (under circumstances when the provisions of the foregoing clause (1) shall not be applicable), the holders of the Senior Debt or Indebtedness outstanding at the time such Note so becomes due and payable because of such occurrence of such default shall be entitled to receive payment in full of all principal and interest on all Senior Indebtedness before the Holders are entitled to receive any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance payment on any property, asset or undertaking of any Borrower in respect account of the Obligations; (d) principal or interest upon the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmationNotes; and (f3) Without limiting the foregoing, no payment of principal, premium or interest shall be made upon the Notes during the continuance of any default in the making of any required payment under any sinking fund or analogous fund created for the benefit of any Senior Indebtedness or any other default in the payment of principal of, or interest on, any Senior Indebtedness then outstanding, whether by lapse of time, by declaration, by call or notice of prepayment or otherwise. No present or future holder of Senior Indebtedness shall be prejudiced in his right to enforce subordination of the Notes by any act or failure to act on the part of the Company. The provisions of this SECTION 12.01 ARE solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and the Holders of the Notes on the other hand, and nothing herein shall impair, as between the Company and the Holder of any Note, the obligation of the Company, which is unconditional and absolute, to pay to the Holder the principal, premium, if any, and interest thereon in accordance with its terms, nor shall anything herein prevent the Holder of a Note from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder, subject to the rights, if any, under this SECTION 12.01 of holders of Senior Indebtedness to receive cash, property or securities otherwise payable or deliverable to the holders of the Notes. The Company agrees, for the benefit of the holders of Senior Indebtedness, that in the event that any Note is declared due and payable before its expressed maturity because of the occurrence of a default hereunder (a) the Borrowers are not restricted from incurring Company will give prompt notice in writing of such happening to the holders of Senior Indebtedness and (b) all Senior Indebtedness shall forthwith become immediately due and payable upon demand, regardless of the expressed maturity thereof. Senior Subordinated Indebtedness issued hereunder shall rank on a parity with all other senior subordinated indebtedness issued under other indentures between the Company and the Trustee. SECTION 12.02. By accepting a Note, the Holder authorizes and directs the Trustee to take in the Holder's behalf such action as may be necessary or charging their property appropriate to effectuate the subornation as provided in this ARTICLE XII and undertaking appoints the Trustee his attorney-in-fact for any and all such purposes. SECTION 12.03. No right of any present or future holder of any Senior Indebtedness to secure enforce subordination as herein provided shall at any indebtedness time in any way be prejudiced or other obligationsimpaired by any act or failure to act in good faith by any such holder, or any waiver, modification or amendment of the provisions relating to Senior Indebtedness, or any release of security for Senior Indebtedness regardless of any knowledge thereof any such holder may have or be otherwise charged with.

Subordination. The Lender hereby In consideration of the holder of Class A Indebtedness agreeing to guarantee the obligations of the Borrower under the Senior Loan Agreement and as a continuing security for the due and punctual payment of the Class A Indebtedness and the due and punctual performance and observance by the Borrower of all obligations of the Borrower contained in any security document in favor of the Guarantor to which the Borrower is a party, each of the holders of Class B, C and D Indebtedness agrees that throughout the continuance of this Deed and so long as followsthe Class A Indebtedness or any part thereof remains owing: (ai) except as provided in Clause 3, the Class B, C and D Indebtedness, as applicable, owing to it: (A) is, and shall remain, subordinated and the payment of thereof deferred to all and any rights, claims and actions which the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Class A Indebtedness may now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, have against the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the ObligationsClass A Indebtedness; (dB) the Lender shall not initiate be repaid or prosecute repayable, in whole or in part, except with the prior written consent of the holder of Class A Indebtedness in the event of the winding-up, liquidation or dissolution of the Borrower (or any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debtproceedings analogous thereto); (eC) may accrue interest, but such interest shall not be payable; (D) except for the Lender agreesClass B Indebtedness, at is and shall remain unsecured by any Charge over the request of whole or any holder of Senior Debt, to execute and deliver to such holder a confirmation part of the subordination provided for herein in assets of the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmationBorrower; and (fE) is not, and shall not become capable of being, subject to any right of set-off or counterclaim; (ii) except as provided in Clause 3, it shall not claim, request, demand, sue for, take or rece▇▇▇ (whether by set-off or in any other manner and whether from the Borrowers are not restricted from incurring indebtedness Borrower or charging their property and undertaking to secure any indebtedness other person) any money or other obligationsproperty in respect of the Class B, C or D Indebtedness or any part thereof; (iii) if any monies (including the proceeds of any set-off or counterclaim) or other property are received directly or indirectly in respect of any Class B, C or D Indebtedness by or on behalf of it in breach of any of the provisions of this Deed, it will hold the same upon trust to be applied first in or towards payment of Class A Indebtedness and second, as to any balance remaining after irrevocable and unconditional payment and discharge in full of the Class A Indebtedness, in or towards payment of the Class B, C and D Indebtedness in accordance with the provisions of this Deed; (iv) if any Charge is created as security for the Class C or D Indebtedness then, immediately on the creation thereof, the benefit of such Charge shall be assigned or transferred in favor of the holder of Class A Indebtedness as security for the Class A Indebtedness and any instrument or agreement evidencing such Charge shall be deposited with the holder of Class A indebtedness; and (v) it shall require the Borrower to, and shall ensure that the Borrower shall pay to the holder of Class A Indebtedness or as the holder of Class A Indebtedness may direct any amounts which, if paid to such holder of Class B, C or D Indebtedness, would be subject to the trust mentioned in paragraph (iii) above.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject Anything to the contrary notwithstanding, all Intra-Group Obligations shall be subordinate and junior in right of payment payment, to the extent and in the manner herein set forth in paragraph (b) belowforth, postponed to the repayment prior payment in full, in cash, and performance of all Obligations under the Credit Documents. The foregoing shall apply notwithstanding the availability of collateral to the Secured Parties or the holders of Intra-Group Obligations or the actual date and time of execution, delivery, recordation, filing or perfection of any Liens granted with respect to the Obligations, or the Lien or priority of payment thereof, and in any instance wherein the Obligations or any claim for the Obligations is subordinated, avoided or disallowed, in whole or in part, under any Debtor Relief Law. In the event of an Insolvency or Liquidation Proceeding with respect to any Debtor, (i) the Lenders shall be entitled to receive indefeasible payment in full in cash of all other indebtedness of the Borrowers (or such Obligations before any of them) and all liabilities and obligations of the Borrowers (or Intra-Group Lender is entitled to receive any of them) to any holder of such indebtedness payment on account of any kindIntra-Group Obligation, now (ii) the Lenders shall be entitled to receive any payment or hereafter existing, direct distribution of any kind or indirect, absolute or contingent, joint or severalcharacter, whether as principal in cash, property or surety and whether under a credit agreementsecurities or by set-off or otherwise, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt which may be modified renewed, extended, increased payable or modified deliverable in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time Insolvency or Liquidation Proceeding in respect of any Intra-Group Obligation, (iii) until the Final Discharge Date, any payment or distribution of assets of any Debtor of any kind or character, whether in cash, property or securities, to which any Intra-Group Lender would be entitled, except for payments permitted under Section 2.2, shall be paid or delivered by each applicable Debtor directly to the Administrative Agent for application in accordance with the Credit Documents, (iv) each Intra-Group Lender shall execute, verify, deliver and file any proofs of claim in respect of the Intra-Group Obligations requested by an Agent in connection with any such Senior Debt;Insolvency or Liquidation Proceeding and hereby irrevocably authorizes, empowers and appoints each Agent as its agent and attorney-in-fact (and to the extent required by applicable law, grant a power of attorney to each Agent on such terms as such Agent may reasonably require) to: (A) execute, verify, deliver and file such proofs of claim upon the failure of any applicable Intra-Group Lender promptly to do so prior to 15 days before the expiration of the time to file any such proof of claim, and (B) vote such claim in any such Insolvency or Liquidation Proceeding upon the failure of any applicable Intra-Group Lender to do so prior to five days before the expiration of the time to vote any such claim; provided that (x) no Agent shall have an obligation to execute, verify, deliver, file and vote any such proof of claim and (y) if an Agent is not entitled to take any actions contemplated in clause (A) or (B) above and an Agent requests any Intra-Group Lender or Debtor to take that action, the relevant Intra-Group Lender or Debtor shall take that action itself in accordance with the instructions of such Agent. In the event that an Agent votes any claim in accordance with the authority granted hereby, the Intra-Group Lender shall not be entitled to change or withdraw such vote. (b) In any Insolvency or Liquidation Proceeding relating to any Debtor, each Intra-Group Lender agrees that the Lenders shall be entitled to receive payment in full in cash of all their respective Obligations (including interest accrued on or accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding) before any Intra-Group Lender may not receive receives payment of any payment amount in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect Intra-Group Obligations. No right of the Senior Debt have been paid in full and no default exists in respect Lenders to enforce the subordination of the Senior Debt Debtors’ obligations hereunder may be impaired by any act or failure to act by any Debtor or any document evidencing, securing Intra-Group Lender or relating to by the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking failure of any Borrower in respect of Debtor or any Intra-Group Lender to comply with this Agreement. No failure or delay on the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability part of any Senior Debt party hereto or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior DebtObligations in exercising any right, to execute and deliver to power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such holder a confirmation right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. If any Debtor or any Intra-Group Lender violates any of the subordination provided terms of this Section 2, in addition to any remedies in law, equity or otherwise, each Agent and each Lender may restrain such violation in any court of law and may interpose this Agreement as a defense in any action by any Intra-Group Lender. Each Intra-Group Lender hereto acknowledges that to the extent that no adequate remedy at law exists for herein breach of its obligations under this Agreement, in the form attached event any Intra-Group Lender fails to comply with its obligations hereunder, the Collateral Agent shall have the right to obtain specific performance of the obligations of such defaulting Intra-Group Lender, injunctive relief or such other equitable relief as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsmay be available.

Subordination. The Lender hereby agrees as follows: (a) Each Guarantor subordinates all its liens, security interests, claims and rights of any kind that such Guarantor may now have or hereafter acquire against Buyer, and/or Buyer's property and assets, whether tangible or intangible ("Buyer's Property"), resulting from Buyer's present or future ---------------- indebtedness to Guarantor ("Subordinated Indebtedness"), and agrees that all ------------------------- liens, security interests, claims and rights of any kind that Guarantor may now have or hereafter acquire against Buyer and Buyer's Property resulting from the Subordinated Indebtedness shall be subordinate, inferior and subject to the claims and rights of Beneficiary against Buyer and/or Buyer's Property under the terms of this Guaranty and of the Documents, as applicable, whether direct or contingent or whether now or hereafter created. Until all of the Obligations have been satisfied or discharged in full, each Guarantor agrees not to: collect or receive any cash or non-cash payment on the Subordinated Indebtedness; assert rights or declare a default under or enforce payment of the Subordinated Indebtedness by legal proceedings or otherwise; permit Buyer to pay to Guarantor all or any part of the Subordinated Indebtedness, transfer any property to Guarantor in payment of or as security for the payment of all or any part of the Subordinated Indebtedness, execute or deliver any instrument as evidence of all or any part of the Subordinated Indebtedness, or establish any sinking fund, reserve, or like set aside of funds or other property for the redemption, retirement or repayment of all or any part of the Subordinated Indebtedness; provided, however, that prior to the occurrence of an Event of Default (as defined in the Notes), the foregoing restrictions shall not apply to those payments made when and as permitted under the terms of the Senior Loan Agreement (as defined below). Notwithstanding anything herein to the contrary, if any portion of the Subordinated Indebtedness becomes due and payable prior to its stated maturity, Beneficiary shall be entitled to receive full performance of the Obligations is subordinated andbefore the holder(s) thereof is/are entitled to receive any payment of the Subordinated Indebtedness; provided, subject however, that prior to the right occurrence of payment an Event of Default, the foregoing restriction shall not apply to payments made when and as permitted under the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness terms of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;Loan Agreement. (b) Each Guarantor agrees not to take any action which will either (i) force the Lender may not receive sale of Buyer's Property in order to satisfy the Subordinated Indebtedness or (ii) adversely affect in any payment in respect manner any of Beneficiary's liens, security interests, claims or rights of any Obligations unless, at the time of such payment, all amounts then due and owing under kind that Beneficiary may now have or hereafter acquire against Buyer and/or Buyer's Property. Each Guarantor agrees to refrain from taking any action which is in any way inconsistent with or in respect derogation of the Senior Debt have been paid in full and no default exists in respect this subordination or of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of Beneficiary hereunder and covenants to perform such further acts as Beneficiary deems necessary or appropriate to give effect to this subordination. Without limiting the generality of the foregoing, each Guarantor agrees not to assign any holder portion of Senior Debt the Subordinated Indebtedness, except expressly subject to the terms of this Guaranty; and to cause all evidence of the Subordinated Indebtedness to set forth the provisions hereof or to bear a legend that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsit is subject hereto.

Subordination. The Lender hereby agrees as follows: (a) the payment All Junior Obligations, and all rights and remedies of the Obligations is subordinated andJunior Creditor with respect thereto, subject are and shall continue at all times to the be subject, subordinate and junior in right of payment to the extent and Senior Obligations including, without limitation, all interest on the Senior Obligations at the rate stated in the manner set forth Senior Loan Agreement from the date of the filing by or against any Borrower of a petition under any bankruptcy, insolvency or similar law or commencement of any voluntary or involuntary bankruptcy, receivership or insolvency proceedings (“Insolvency Event”) to the date of the indefeasible payment in paragraph full in cash of the Senior Obligations (ball such interest from and after an Insolvency Event, “Postpetition Interest”) and the termination of the Commitment (as defined in Section 2(b) below). The term “Junior Obligations,” as used in this Agreement, postponed shall mean and include the principal amount of and the premium, if any, and interest (including without limitation all Postpetition Interest) on any and all indebtedness and other monetary obligations of Borrowers to the repayment in full of Junior Creditor together with all other indebtedness of the Borrowers (fees, costs and expenses relating thereto, whether direct or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kindcontingent, now or hereafter existing, due or to become due to, or held or to be held by, the Junior Creditor, whether created directly or acquired by assignment or otherwise including, without limitation, all principal of and premium, if any, and interest (including without limitation all Postpetition Interest) on or under the Junior Agreement, the Junior Note (including extensions, modifications, refinancings, renewals and refundings thereof), and any other note or notes or any other agreement between Borrowers, on the one hand, and the Junior Creditor, on the other hand (the Junior Agreement, the Junior Note, and such other note or notes or other agreement between Borrowers and the Junior Creditor and any and all other instruments, agreements or documents executed or delivered in connection therewith, as any of the foregoing may have been or may be amended, modified, extended, restated or replaced from time to time, are referred to collectively herein as the “Junior Documents”). The term “Senior Obligations,” as used in this Agreement, shall mean and include the principal amount of and the premium, if any, and interest (including without limitation Postpetition Interest) on all of the Obligations including, without limitation, all fees, costs and expenses relating thereto, whether direct or indirect, absolute or contingent, joint now or severalhereafter existing, due or to become due to, or held or to be held by, the Senior Lender, whether as principal created directly or surety and whether under a credit agreement, promissory note, guarantee acquired by assignment or otherwise (collectivelyincluding increases, extensions, modifications, refinancings, renewals and refundings thereof) specifically including all such Obligations arising under and/or in relation to the Senior Loan Agreement and the Note(s) issued thereunder, provided, however, the principal amount of the Senior Obligations at any time shall not exceed an amount equal to the sum of (i) the Borrowing Base determined by Senior Lender in accordance with the terms of the Senior Loan Agreement as in effect on the date hereof plus (ii) an amount equal to ten percent (10%) of the Borrowing Base as determined by Senior Lender in accordance with the terms of the Senior Loan Agreement as in effect on the date hereof and the amount by which the principal amount of the Senior Obligations exceed such limitation being referred to as the “Excluded Portion” (the Senior Loan Agreement, the Note(s) issued thereunder, and other note or notes or other agreement between Borrower and the Senior Lender and any and all other instruments, agreements or documents executed or delivered in connection therewith, as any of the foregoing may have been or may be amended, modified, extended, restated or replaced from time to time, are referred to collectively herein as the “Senior DebtLoan Documents”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;. (b) Except for the Lender may payments specified in Section 2(c), conversion of any of the Junior Obligations into common stock of Parent and Reorganized Securities (as such term is hereinafter defined), no Borrower shall make and the Junior Creditor shall not receive or accept any payment in respect of any on the Junior Obligations, whether as principal, premium, interest or otherwise, unless and until all the Senior Obligations unlessincluding, at the time of such paymentwithout limitation, all amounts then due Postpetition Interest, have been indefeasibly paid in full in cash, and owing the obligation (the “Commitment”) of the Senior Lender to make loans and advances under the Senior Loan Agreement has been terminated. (c) The Junior Creditor may receive, accept and retain (i) regularly scheduled monthly interest payments under the Promissory Notes and the Security Agreement and payments of principal under the Junior Note and the Security Agreement so that the principal amount of the loans outstanding thereunder do not exceed the Formula Amount (as such term is defined in the Security Agreement) at such date, and (ii) regularly scheduled monthly principal and interest payments under the Secured Convertible Term Note and the Secured Term Note, unless (i) (A) a payment default has occurred under the Senior Loan Agreement (“Senior Payment Default”) and is continuing with respect to which the Junior Creditor has received from the Senior Lender a notice (“Senior Lender Payment Default Notice”) prohibiting the Junior Creditor from receiving, collecting or accepting any of the foregoing payments and from commencing any Enforcement Action (as defined below) and (B) the Junior Creditor has not received a written notice from the Senior Lender rescinding the Senior Lender Payment Default Notice or (ii) (A) a default other than a Senior Payment Default has occurred under the Senior Loan Agreement and is continuing with respect to which Junior Creditor has received a notice (“Senior Non-Payment Default Notice”) and (B) the Junior Creditor has not received a written notice from the Senior Lender rescinding the Senior Lender Non-Payment Default Notice except that Junior Creditor shall be entitled to receive payments in respect of the Senior Debt Junior Obligations that as of such time would otherwise have been paid in full and allowed had no default exists in respect Senior Lender Non-Payment Default Notice shall have been given upon expiration of a period of 180 days from the date of the Senior Debt or any document evidencingLender Non-Payment Default Notice, securing or relating to the Senior Debt; provided that nothing in this subsection (c) shall prohibit (x) the Lender shall accrual (but not accept any mortgage, pledge, hypothec the payment to the Junior Creditor) of interest on the Junior Obligations at the default rate in accordance with the terms of the Junior Agreement or other charge, lien the Junior Note following the occurrence of an event of default under the Junior Agreement or encumbrance on any property, asset or undertaking the Junior Note and (y) the conversion of any Borrower in respect of the Obligations;Junior Obligations into common stock of Parent. (d) If the Junior Creditor shall receive any payment or prepayment (including from any account debtor under any accounts receivable of any Borrower) on the Junior Obligations that it is not entitled to receive under this Agreement, the Junior Creditor, will hold any amount so received pursuant to an express trust for the Senior Lender separate and segregated from any other funds and assets of the Junior Creditor and shall, as soon as possible, turn over such payment to the Senior Lender in the form received (together with any necessary endorsements) to be applied to the Senior Obligations. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall prohibit the conversion of any of the Junior Obligations into common stock of Parent. (e) At any time when Junior Creditor is prohibited from receiving payments with respect to the Junior Obligations or taking an Enforcement Action, unless and until the Senior Obligations shall have been indefeasibly paid in full in cash and the Commitment has been terminated, the Junior Creditor will not accelerate the maturity of the Junior Obligations or commence any action or proceeding against any Borrower to recover all or any part of the Junior Obligations, or join with any other creditor in doing so, unless (i) in the case of the acceleration of the Junior Obligations, only if the Senior Lender has (x) accelerated the Senior Obligations, (y) commenced exercising its rights and remedies against any Borrower and/or the Collateral pursuant to such acceleration and (z) either the Senior Lender has given its prior written consent to the Junior Creditor or the Junior Creditor would irrevocably lose any legal rights against any Borrower and/or the Collateral if it does not commence or join in any action or proceeding, or (ii) in the case of any action or proceeding brought against any Borrower under any bankruptcy, insolvency or similar law or any other proceeding the result of which could give rise to an Insolvency Event (as defined below), the Senior Lender shall have joined therein. Notwithstanding anything else to the contrary contained in this Agreement, (a) the Junior Creditor shall not initiate take any action with respect to the Collateral unless and until it has provided the Senior Lender with ten (10) days advance written notice except that Junior Creditor shall not be required to provide such ten (10) day notice when the necessary equitable relief is being requested on an emergency basis; provided, however, the Junior Credit shall provide notice to the Senior Lender as soon as practicable in such cases and (b) the Junior Creditor shall not take any action with respect to the Collateral if the Senior Lender shall have given written notice to the Junior Creditor during such ten (10) day period that such action would in the judgment of the Senior Lender impair the proceeds that could be obtained from such Collateral. (f) Upon the occurrence of (i) any Insolvency Event of Borrower, (ii) an assignment by any Borrower for the benefit of its creditors or prosecute (iii) the admission by any Borrower that it is unable to pay its debts as they come due, or in the event of a sale of all or substantially all of the assets, or any other marshaling of the assets and liabilities, or any recapitalization, refinancing or reorganization, of any Borrower, the Senior Obligations shall first be indefeasibly paid in full in cash and the Commitment terminated before the Junior Creditor shall be entitled to receive any money, distributions or other assets in any such proceeding (except for Reorganized Securities (as such term is hereinafter defined)). In any such event, Junior Creditor shall retain the right to file a proof of claim, to vote and to otherwise act in any proceeding relating thereto (including, without limitation, the right to vote to accept or reject any plan proposed in any such proceeding), provided, that Junior Creditor shall not vote with respect to any such plan or take any other action in any way so as to (i) contest the validity, enforceability or other proceeding challenging priority of the Senior Obligations or the Senior Liens, (ii) contest the enforceability of any Senior Loan Agreement or this Agreement; or (iii) be adverse to the interests of the Senior Lender, and provided, further, that in the event that Junior Creditor fails to vote any claim in respect of any Junior Debt in connection with any proceeding prior to fifteen (15) Business Days before the expiration of the time to vote any such claim, then Senior Lender is hereby irrevocably authorized to have the nonexclusive right (but not the obligation) to vote such claim, and is hereby authorized to vote such claim for and on behalf of Junior Creditor; provided, that if following any such vote by Senior Lender, Junior Debtor timely votes such claim then such vote by Junior Debtor shall be deemed to control and supercede any such previous vote by Senior Lender and, upon the written request of Junior Creditor, Senior Lender will withdraw such previous vote. If Junior Creditor does not file a proper claim, proof of debt, amendment of proof of debt, petition or object other document as shall be necessary in order to have such Junior Debt allowed in any borrowing under such proceeding and in the form required in any such Proceeding prior to fifteen (15) Business Days before the expiration of the time to file such claim, proof of debt, amendment of proof of debt, petition or other document, then Senior Lender is hereby irrevocably authorized to have the nonexclusive right (but not the obligation) to file, and is hereby authorized to file, an appropriate claim, proof of debt, amendment for and on behalf of such holder of Junior Debt; (e) , provided, that if following any filing of any such claim, proof of debt or amendment, Junior Creditor timely files a proper claim, proof of debt or amendment, then such filing by Junior Creditor shall be deemed to control and supercede any such previous filing by Senior Lender and, upon the written request of Junior Creditor, Senior Lender agreeswill withdraw such previous filing. In furtherance of the foregoing, at the request of any holder of the Senior DebtLender, to the Junior Creditor shall execute and deliver to the Senior Lender a separate power of attorney and such holder a confirmation further powers and instruments as the Senior Lender may request to enable the Senior Lender to enforce its rights under this subsection. The Junior Creditor agrees it will not seek participation or participate on any creditors’ committee without the prior written consent of the subordination provided Senior Lender. In the event the Senior Lender has consented to such participation, thereafter, at the request of the Senior Lender, the Junior Creditor shall resign from such committee. (g) The Senior Lender may, at any time and from time to time, without the consent of or notice to the Junior Creditor, without incurring responsibility or liability to the Junior Creditor and without impairing or releasing any right or remedy of the Senior Lender hereunder: (i) change the manner, place or terms of payment of, change or extend the time of payment of, or renew, increase or alter the Senior Obligations, or waive defaults under or amend the Senior Loan Agreement or any other Loan Document in any manner or enter into or amend in any manner or waive defaults under any other agreement relating to the Senior Obligations; (ii) sell, exchange, release or otherwise deal with any property by whomsoever at any time pledged to secure, or howsoever securing, the Senior Obligations; (iii) release any Person liable in any manner for herein the payment or collection of any of the Senior Obligations; (iv) exercise, refrain from or delay in exercising any rights against Borrower or any other Person; or (v) apply any sums by whomsoever paid or however realized to the Senior Obligations. (h) The Junior Creditor waives notice of acceptance of this Agreement. (i) The Junior Creditor will cause each note or other instrument that evidences any Junior Obligations (including, without limitation, the Junior Agreement and the Junior Note) to bear upon its face a statement or legend to the effect that such note or other instrument is subordinated to the Senior Obligations in the form attached as Exhibit C, but without prejudice manner and to the rights of extent set forth in this Agreement. The Junior Creditor shall ▇▇▇▇ its books and records, including any holder of financial statements, to show that the Junior Obligations are so subordinated to the Senior Debt that does not request or receive such a confirmation; andObligations. (fj) The Junior Creditor will not (i) except for the Borrowers are not restricted default rate of interest as set forth in the Junior Agreement and the Junior Note, increase the per annum rate of interest or increase the scheduled payment of principal applicable to the Junior Obligations as of the date of this Agreement or (ii) make any covenant or event of default under the Junior Agreement or the Junior Note more restrictive than such covenants and events of default thereunder as of the date hereof. (k) Subject to the indefeasible payment in full of the Senior Obligations in cash and the termination of the Commitment, the Junior Creditor shall be subrogated to the Senior Lender’s rights to receive payments or distributions in cash or property applicable to the Senior Obligations, and no payment or distribution made to the Senior Lender by virtue of this Agreement that otherwise would have been made to the Junior Creditor shall be deemed to be a payment by any Borrower on account of the Junior Obligations. (1) From time to time at the request of the Senior Lender, the Junior Creditor will permit the Senior Lender to inspect and make extracts from incurring indebtedness or charging their property its books and undertaking to secure any indebtedness or other obligations.records pe

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is principal of, premium, if any, and interest on, the Notes will be subordinated and, subject to the in right of payment to the extent and in the manner payment, as set forth in paragraph (b) belowthe Indenture, postponed to the repayment prior payment in full of all Senior Indebtedness in cash or cash equivalents or in any other form as acceptable to the holders of Senior Indebtedness. The Notes will be senior subordinated indebtedness of the Borrowers Company ranking pari passu with all other existing and future senior subordinated indebtedness of the Company and senior to all existing and future Subordinated Indebtedness of the Company. (Section 1201) During the continuance of any default in the payment of any Designated Senior Indebtedness no payment (other than payments previously made pursuant to the provisions described under "-- Defeasance or Covenant Defeasance of Indenture") or distribution of any assets of themthe Company of any kind or character (excluding certain permitted equity interests or subordinated securities) shall be made on account of the principal of, premium, if any, or interest on, the Notes or on account of the purchase, redemption, defeasance or other acquisition of, the Notes unless and until such default has been cured, waived or has ceased to exist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or cash equivalents or in any other form as acceptable to the holders of Senior Indebtedness after which the Company shall resume making any and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or required payments in respect of the Notes, including any missed payments. During the continuance of any non-payment default with respect to any Designated Senior Debt Indebtedness pursuant to which the maturity thereof may be accelerated (a "Non-payment Default") and after the receipt by the Trustee from a representative of the holder of any Designated Senior Indebtedness of a written notice of such Non-payment Default, no payment (other than payments previously made pursuant to the provisions described under "-- Defeasance or Covenant Defeasance of Indenture") or distribution of any assets of the Company of any kind or character (excluding certain permitted equity or subordinated securities) may be made by the Company on account of the principal of, premium, if any, or interest on, the Notes or on account of the purchase, redemption, defeasance or other acquisition of, the Notes for the period specified below (the "Payment Blockage Period"). The Payment Blockage Period shall commence upon the receipt of notice of the Non-payment Default by the Trustee and the Company from a representative of the holder of any Designated Senior Indebtedness and shall end on the earliest of (i) the first date on which more than 179 days shall have elapsed since the receipt of such written notice (provided such Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated), (ii) the date on which such Non-payment Default (and all Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) are cured, waived or ceased to exist or on which such Designated Senior Indebtedness is discharged or paid in full in cash or cash equivalents or in any other form as acceptable to the holders of Designated Senior Indebtedness or (iii) the date on which such Payment Blockage Period (and no default exists all Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) shall have been terminated by written notice to the Company or the Trustee from the representatives of holders of Designated Senior Indebtedness initiating such Payment Blockage Period, after which, in the case of clauses (i), (ii) and (iii), the Company shall promptly resume making any and all required payments in respect of the Notes, including any missed payments. In no event will a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Company or the Trustee of the notice initiating such Payment Blockage Period (such 179-day period referred to as the "Initial Period"). Any number of notices of Non-payment Defaults may be given during the Initial Period; provided that during any 365-day consecutive period only one Payment Blockage Period during which payment of principal of, or interest on, the Notes may not be made may commence and the duration of the Payment Blockage Period may not exceed 179 days. No Non-payment Default with respect to Designated Senior Debt Indebtedness which existed or any document evidencing, securing or relating to was continuing on the Senior Debt; (c) date of the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking commencement of any Borrower in respect Payment Blockage Period will be, or can be, made the basis for the commencement of the Obligations; a second Payment Blockage Period, whether or not within a period of 365 consecutive days, unless such default has been cured or waived for a period of not less than 90 consecutive days. (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.Section 1203)

Subordination. The Lender hereby agrees as follows: Repayment of this Note by the Maker is fully subordinated to the prior payment in full of any indebtedness of the Maker for borrowed money, whether now outstanding or subsequently incurred (a) "Senior Indebtedness"). In the event that the Maker shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the Obligations is subordinated andsame becomes due and payable, subject whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, or in the event that any event of default with respect to Senior Indebtedness shall have occurred and be continuing, or would occur as a result of the payment referred to herein, then, upon written notice of such default or event of default to the right Maker by the holders of Senior Indebtedness or any trustee therefor, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or interest on this Note. In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to the extent and Maker as a whole, whether voluntary or involuntary, all obligations of the Maker to holders of Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall be entitled to be paid in full before any payment shall be made on any account of the manner set forth in paragraph (b) belowprincipal of or interest on this Note. In the event of any such proceeding, postponed to the repayment after payment in full of all other indebtedness sums owing with respect to Senior Indebtedness, the Payee, together with the holders of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any Maker ranking on a parity with this Note, shall be entitled to be paid from the remaining assets of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other Maker the amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under on account of unpaid principal of and interest on this Note before any payment or other distribution, whether in respect cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating Maker ranking junior to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsthis Note.

Subordination. The (a) Each Subordinated Lender hereby agrees as follows: (a) that all its right, title and interest in, to and under any Subordinated Intercompany Obligations of any Subordinated Debtor shall be subordinate, and junior in right of payment, to the payment rights of the Senior Lenders in respect of the Secured Obligations of such Subordinated Debtor, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to a Subordinated Debtor, whether or not a claim for post-filing interest is subordinated andallowed or allowable in any such proceeding), subject to the right of payment to the extent fees, charges, expenses, indemnities, reimbursement obligations, Guarantees and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (amounts payable thereunder or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise in respect thereof (collectively, the “Senior DebtObligations”). (b) Each Subordinated Debtor and each Subordinated Lender agrees (in each case solely with respect to the Subordinated Intercompany Obligations in respect of which it is the obligor or obligee, as such Senior Debt the case may be modified renewedbe), extendedthat, increased or modified notwithstanding any provision to the contrary in any agreement governing or evidencing Subordinated Intercompany Obligations, no payment (whether directly, by purchase, redemption or exercise of any rights of setoff or otherwise and whether mandatory or voluntary) in respect of the Subordinated Intercompany Obligations, whether of principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of any Subordinated Debtor or received, accepted or demanded, directly or indirectly, by or on behalf of any Subordinated Lender at any time prior to the payment in full of all the Senior Obligations; provided that the Subordinated Debtors may make interest and principal payments in the ordinary course, and the Subordinated Lenders may receive, accept and demand such payments, if at the time of and immediately after giving effect to any such payment, no Event of Default shall have occurred and be continuing or would result therefrom. (c) Upon any dissolution, winding up, liquidation, distribution of assets or reorganization of any Subordinated Debtor, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Subordinated Debtor (any such proceeding or event, a “Reorganization Proceeding”): (i) the Senior Lenders shall first be entitled to receive indefeasible payment in full of the Senior Obligations (whenever arising) before any Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Intercompany Obligations of such Subordinated Debtor, whether of principal, interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of the assets of, such Subordinated Debtor of any kind or character, whether in cash, securities or other property, to which any Subordinated Lender would be entitled but for the provisions of this Section 1 shall be paid or delivered by the person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Administrative Agent, for the benefit of the Senior Lenders (pro rata, in accordance with the respective amounts of the Senior Obligations then owing to each of the Senior Lenders), until the indefeasible payment in full of all Senior Obligations. Each Subordinated Lender agrees not to ask, demand, ▇▇▇ for or take or receive from any Subordinated Debtor in cash, securities or other property or by setoff, purchase or redemption (including from or by way from of collateral), payment of all or any part of the Subordinated Intercompany Obligations (other than any payments of interest and principal to the extent permitted by Section 1(b) above and not prohibited by the first sentence of this paragraph) and agrees that in connection with any proceeding involving any Subordinated Debtor under any bankruptcy, insolvency, reorganization, arrangement, receivership or similar law (A) the Administrative Agent is irrevocably authorized and empowered (in its own name or in the name of such Subordinated Lender or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim, if the Subordinated Lender shall fail to do so prior to 30 days before the expiration of the time to time file such proofs of claim (provided that such Subordinated Lender shall deliver a copy of all such proofs of claim to the Administrative Agent), and take such other action (other than voting the Subordinated Intercompany Obligations but including all principal, interest, fees, expenses enforcing any security interest or other lien securing payment of such Subordinated Intercompany Obligations) as the Administrative Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interest of the Senior Lenders and other (B) such Subordinated Lender shall duly and promptly take such action as the Administrative Agent may request to (1) collect amounts owing from time in respect of the Subordinated Intercompany Obligations for the account of the Senior Lenders and to time file appropriate claims or proofs of claim in respect of such Subordinated Intercompany Obligations, (2) execute and deliver to the Administrative Agent such irrevocable powers of attorney, assignments or other instruments as the Administrative Agent may request in order to enable the Administrative Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Intercompany Obligations and (3) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Intercompany Obligations. A copy of this Agreement may be filed with any court as evidence of the Senior Debt;Lenders’ rights, powers and authority hereunder. (bd) In the Lender may not receive event that any payment in respect by or on behalf of, or any distribution of the assets of, any Subordinated Debtor of any Obligations unlesskind or character, at the time whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of such paymentany right of setoff or otherwise, all amounts then due and owing under or in respect of the Subordinated Intercompany Obligations shall be received by or on behalf of any Subordinated Lender or any Affiliate thereof at a time when such payment is prohibited by this Agreement, such payment or distribution shall be held by such Subordinated Lender in trust (segregated from other property of such Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Administrative Agent, for the benefit of the Senior Debt Lenders (pro rata, in accordance with the respective amounts of the Senior Obligations then owing to each of the Senior Lenders), until the indefeasible payment in full of all Senior Obligations. (e) Subject to the prior indefeasible payment in full of the Senior Obligations, each Subordinated Lender shall be subrogated to the rights of the Senior Lenders to receive payments or distributions in cash, securities or other property of the Subordinated Debtors applicable to the Senior Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full, and for the purpose of such subrogation, as between and among the Subordinated Debtors and their creditors (other than the Senior Lenders), on the one hand, and the Subordinated Lenders, on the other hand, no payment or distribution made to any Senior Lender by virtue of this Agreement that otherwise would have been paid in full made to the Subordinated Lenders shall be deemed to be a payment by the Subordinated Debtors of an amount owing on the Senior Obligations. (f) Each Subordinated Lender agrees that the Subordinated Intercompany Obligations are intended to be unsecured and no default exists not Guaranteed by the Company or any Subsidiary, and each Subordinated Debtor agrees not to give, or permit to be given, and each Subordinated Lender agrees not to ask for, demand, accept or receive, any security for the Subordinated Intercompany Obligations or any Guarantee of the Subordinated Intercompany Obligations from the Company or any Subsidiary. Notwithstanding the foregoing, all the proceeds of any (i) security of any nature whatsoever for any Subordinated Intercompany Obligations on any property or assets, whether now existing or hereafter acquired, of the Company or any Subsidiary or (ii) any Guarantee, of any nature whatsoever, by the Company or any Subsidiary of any Subordinated Intercompany Obligations shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Senior Debt Subordinated Intercompany Obligations. (g) Upon any assignment of Subordinated Intercompany Obligations to any Person other than the Borrower or any document evidencing, securing or relating a Subsidiary made prior to the indefeasible payment in full of all Senior Debt;Obligations, the Subordinated Lender shall place upon the instruments creating or evidencing the Subordinated Intercompany Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, including any global intercompany note evidencing any such obligations, the following legend: A. Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent permitted under the Intercompany Subordination Agreement, which is incorporated herein with the same effect as if fully set forth herein.” (ch) Each Subordinated Lender agrees that, prior to the Lender shall indefeasible payment in full of all Senior Obligations, it will not accept take any mortgage, pledge, hypothec action to cause any Subordinated Intercompany Obligations to become payable prior to their stated maturity or other charge, lien exercise any remedies or encumbrance on take any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging to enforce any Subordinated Intercompany Obligations, in each case, if the enforceability payment of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSubordinated Intercompany Obligations is then prohibited by this Agreement.