Common use of Debt Subordination Clause in Contracts

Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction of the Obligations. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default exists, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Credit Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of any Borrower or any other Guarantor (each Borrower and such other Guarantor herein the “Debtors”) to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.

Debt Subordination. Each Guarantor hereby agrees that the (a) The payment of all Subordinated Indebtedness (as defined below) Liabilities shall be subordinate and junior in right of payment subordinated to the Full Satisfaction payment in full of the Obligationsall Senior Liabilities. The Subordinated Indebtedness shall not be payable, and no payment Without limitation except as provided in clause (b) of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default existsthis Section 3, no payments may be made on any Subordinated Liabilities unless and until all Senior Liabilities have been paid and satisfied in full and the Loan Agreement has been terminated. (b) Notwithstanding the provisions of the foregoing subsection (a), CHI shall be entitled to pay, and Subordinator shall be entitled to receive, regularly scheduled payments of principal and accrued interest in respect of the Subordinated Liabilities, as and when expressly set forth in the Subordinated Note to be due and payable (and without giving effect, however, to any provision thereof, including, for example, but not by way of limitation, any mandatory prepayment event or given condition, which would have the effect of increasing the amount or frequency of any such payment); provided, however, that, from and after the date on which Subordinator receives written notice from Lender that an "Event of Default" under the Loan Agreement (as that term is defined therein; herein, an "Event of Default") has occurred and is continuing, no such payment shall be made or received unless and until Subordinator receives written notice from Lender that such Event of Default has been cured or waived or that any such payment otherwise may be made notwithstanding the existence and continuation of such Event of Default. (c) Any payments of principal or accrued interest on the Subordinated Indebtedness, directly Liabilities which are not paid or indirectly, by or on behalf received as a result of any Debtor or received, accepted, retained or applied by any Guarantor unless the operation and until the Obligations shall have been Fully Satisfied. If any sums effect of this Section 3 shall be paid added to a Guarantor by the final installment of principal due and payable on the Subordinated Note and be payable (subject to the foregoing terms and limitations) at maturity. (d) In no event shall Subordinator be entitled at any Debtor or time during which this Agreement shall be effective to set off against any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for Liabilities the benefit of Administrative Agent and the other Credit Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations amount of any Borrower sum owing by Subordinator to EMI or CHI, including, for example, but not by way of limitation, any other Guarantor (each Borrower and such other Guarantor herein sum now or hereafter owing pursuant to any indemnity or similar provision under the “Debtors”) to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such GuarantorStock Purchase Agreement.

Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction prior payment and performance in full of the Secured Obligations. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Secured Obligations shall have been Fully Satisfiedpaid and performed in full; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of businesstime. When an Event of Default existsexists and at the time Administrative Agent provides notice thereof to the Company, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Secured Obligations shall have been Fully Satisfiedpaid and performed in full. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Credit Secured Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty AgreementObligations. For purposes of this Guaranty Agreement Section and with respect to a Guarantor, the term “"Subordinated Indebtedness” " means all indebtedness, liabilities, and obligations of any Borrower the Company or any other Guarantor (each Borrower the Company and such other Guarantor Guarantors herein the “"Debtors”") to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.

Debt Subordination. Each Guarantor hereby Borrower agrees that the Intercompany Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction prior payment in full of the Obligationsall Credit Facility Senior Indebtedness (as defined below) as herein provided. The Intercompany Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Intercompany Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) Subsidiary Guarantor or received, accepted, retained or applied by any Guarantor Borrower unless and until the Obligations Credit Facility Senior Indebtedness shall have been Fully Satisfiedpaid in full in cash; except provided that prior to the occurrence and continuance of an Event of Default, each Debtor Subsidiary Guarantor shall have the right to make payments payments, and a Guarantor the Borrower shall have the right to receive payments on the Intercompany Subordinated Indebtedness from time to time in as may be determined by Borrower. After the ordinary course occurrence and during the continuance of business. When an Event of Default existsDefault, no payments of principal, interest or other amounts may be made or given on the Subordinated Indebtednessgiven, directly or indirectly, by or on behalf of any Debtor Subsidiary Guarantor or received, accepted, retained or applied by any Guarantor Borrower unless and until the Obligations Credit Facility Senior Indebtedness shall have been Fully Satisfiedpaid in full in cash. If any sums shall be paid to a Guarantor Borrower by any Debtor Subsidiary Guarantor or any other Person on account of the Intercompany Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor the Borrower for the benefit of Administrative Agent and the other Credit Parties Lenders and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Credit Facility Senior Indebtedness in accordance with this Guaranty Agreementthe terms hereof. For purposes of this Guaranty Agreement and Section 10.14, the term (i) “Intercompany Subordinated Indebtedness” means, with respect to a Subsidiary Guarantor, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of any Borrower or any other such Subsidiary Guarantor (each Borrower and such other Guarantor herein the “Debtors”) to such GuarantorBorrower, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Borrower and (ii) “Credit Facility Senior Indebtedness” means, with respect to each Subsidiary Guarantor, all of the obligations, indebtedness and liability of the such GuarantorSubsidiary Guarantor to the Administrative Agent, the Issuing Banks and the Lenders, or any of them, arising pursuant to the Subsidiary Guaranty or any of the other Loan Documents, whether now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including any and all post–petition interest and expenses (including attorneys’ fees) whether or not allowed under any bankruptcy, insolvency, or other similar law.

Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction of the ObligationsObligations guaranteed hereby. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be GUARANTY AGREEMENT (US), Page 6 made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Obligations guaranteed hereby shall have been Fully Satisfied; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of businesstime. When an Event of Default exists, except with the consent of the Administrative Agent, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of the Administrative Agent and the other Credit Guaranteed Parties and shall forthwith be paid to the Administrative Agent and applied by the Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of any Borrower or any other Guarantor Loan Party (each Borrower and such other Guarantor Loan Parties herein the “Debtors”) to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.

Debt Subordination. Each Guarantor hereby agrees that Upon the Subordinated Indebtedness (as defined below) shall be subordinate terms and junior conditions contained in right of payment to this Agreement, the Full Satisfaction of the Obligations. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, any and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default exists, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account all of the Subordinated Indebtedness when such hereby expressly is subordinated to the prior indefeasible payment is not permitted hereunderin full in cash of the Senior Indebtedness. Subordinated Lender does hereby subordinate any and all liens and security interests, such sums shall be held whether now existing or hereafter created and whether perfected or unperfected, in trust by such Guarantor for and to any of Borrower’s assets securing the benefit Subordinated Indebtedness all of Administrative Agent and the other Credit Parties which are, and shall forthwith be paid at all times remain junior and subordinate to Administrative Agent any liens and applied by Administrative Agent against security interests, whether now existing or hereafter created and whether perfected or unperfected, in favor of Senior Lender to secure any of the Guaranteed Indebtedness in accordance with this Guaranty AgreementSenior Indebtedness. For purposes Notwithstanding the date, manner or order of this Guaranty Agreement perfection of the security interests and with respect liens granted to a Guarantor, the term “Senior Lender or Subordinated Indebtedness” means all indebtedness, liabilitiesLender, and obligations notwithstanding any provisions of the Uniform Commercial Code of any Borrower state or any other Guarantor (each Borrower and such other Guarantor herein applicable law or decision or any provisions of the “Debtors”) to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwiseSubordinated Documents, and irrespective of whether such indebtednessthe Senior Lender or the Subordinated Lender holds possession of all or any part of the Collateral, liabilitiesthe Senior Lender and the Subordinated Lender hereby agree that the Senior Lender shall have a first and prior security interest in or lien upon all Collateral, whether real or personal and whether now owned or hereafter acquired, of the Borrower. The Subordinated Lender hereby agrees that it will not contest the validity, perfection, priority or enforceability of the Senior Lender’s liens and security interests in the Collateral. All proceeds of Collateral shall be first paid to the Senior Lender for application to the Senior Indebtedness until the Senior Indebtedness obligations are evidenced paid in full in cash and all commitments under the Senior Loan Agreement are terminated. Any payments on Collateral received by a notethe Subordinated Lender shall be subject to the provisions of Section 2.5 of this Agreement. Subordinated Lender agrees not to acquire, contractby subrogation, open account, contract or otherwise, and irrespective any lien, security interest or other right, title or interest in any of the Person assets of Borrower (including, but not limited to, any which may arise with respect to taxes, assessments or Persons other governmental charges) which is or may be prior in whose favor such indebtedness, obligationsright to, or liabilities maypari passu with, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired liens and security interests held by such GuarantorSenior Lender.

Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction full satisfaction of the Obligations. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor Subordination Party (hereafter definedas defined below) or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfiedfully satisfied; except that prior to when no Specified Default (as defined in the occurrence and continuance of an Event of DefaultSecurity Agreement) exists, each Debtor Subordination Party shall have the right to make payments (including, without limitation, interest payments) and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of a Specified Default exists, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor Subordination Party or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfiedfully satisfied. If any sums shall be paid to a Guarantor by any Debtor Subordination Party or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Credit Secured Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty AgreementGuarantee. For purposes of this Guaranty Agreement Guarantee and with respect to a Guarantor, the term “"Subordinated Indebtedness” " means all indebtedness, liabilities, and obligations of any Borrower or any other Guarantor (each Borrower and such other Guarantor herein the “Debtors”"Subordination Party") to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.

Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction of the Obligations. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default exists, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Credit Lender Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of any Borrower or any other Guarantor (each Borrower and such other Guarantor herein the “Debtors”) to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.

Debt Subordination. Each Guarantor hereby agrees that Notwithstanding anything to the contrary in any document evidencing the Subordinated Indebtedness Debt or otherwise, the Subordinated Lender hereby absolutely and irrevocably subordinates the payment and performance of the Subordinated Debt to the payment and performance of the Senior Debt in full and in cash; provided, that regularly scheduled payments of interest and principal under the Subordinated Debt documents (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction same exist as of the Obligations. The Subordinated Indebtedness date of this Agreement) may be paid as the same become due so long as no Event of Default has then occurred and is continuing under the Transaction Documents; provided further, that nothing in this Agreement shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay prohibit the Subordinated Indebtedness shall be made or givenLender from converting any convertible Subordinated Debt into equity securities of Obligor (assuming that such Subordinated Debt, directly or indirectly by or on behalf as of any Debtor (hereafter defined) or receivedthe date hereof, acceptedcurrently provides for such conversion). Except as aforesaid, retained or applied by any Guarantor unless and until the Obligations Senior Debt has been paid in full in cash and discharged, in no event shall have been Fully Satisfied; except that prior to any Subordinated Debt be paid or prepaid, in whole or in part, without the occurrence written consent of Bison. The subordination provided herein shall be continuing in nature, and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default exists, no payments may not be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied affected by any Insolvency Proceedings with respect to Obligor, any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account party. Should the Subordinated Lender receive any payment in violation of the terms hereof, the Subordinated Indebtedness when such payment is not permitted hereunder, such sums Lender shall be held receive and hold the same in trust by such Guarantor for Bison, and shall immediately remit the benefit same in kind to Bison to be applied in reduction of Administrative Agent the Senior Debt, and the other Credit Parties and Subordinated Lender shall forthwith be paid become subrogated to Administrative Agent and applied by Administrative Agent against Bison’s claims to the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations extent of any Borrower or any other Guarantor (each Borrower such payments at such time as the Senior Debt due Bison is fully and such other Guarantor herein the “Debtors”) to such Guarantorfinally satisfied, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantorbut not sooner.

Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction of the ObligationsObligations guaranteed hereby. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Obligations guaranteed hereby shall have been Fully Satisfied; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default exists, except with the consent of the Administrative Agent, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Credit Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of any Borrower Borrower, any Domestic Guarantor or any other Guarantor (each Borrower the Borrowers, Domestic Guarantors and such other Guarantor herein the “Debtors”) to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.

Debt Subordination. Each Guarantor The Subordinated Debt is hereby agrees that subordinated to ------------------ the Obligations, and each holder of Subordinated Debt, by acceptance of all or any portion of the Subordinated Indebtedness (Debt, whether upon original issuance, transfer, assignment or exchange, agrees to be bound by the provisions of this Agreement. Except as defined below) shall be subordinate and junior specifically permitted in right of payment to the Full Satisfaction this Agreement, Subordinated Lender will not ask, demand, xxx for, take or receive from Debtor, by setoff or in any other manner, all or any part of the Obligations. The Subordinated Indebtedness shall not be payableDebt, and no except the Permitted Payments, or take or receive any payment or distribution of principalany character, interest whether in cash, securities or other amounts property from Debtor on account thereofof or in respect of the Subordinated Debt, and no property or guarantee including, without limitation, the taking of any nature to secure negotiable instruments evidencing such amounts or pay any security for any of the Subordinated Indebtedness shall be made or givenforegoing, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until all of the Obligations shall have been Fully Satisfied; except that prior fully and irrevocably paid in cash and all financing arrangements between Debtor and Senior Lenders shall have been terminated. However, notwithstanding any other provisions contained herein, in the Senior Loan Documents, or in any acknowledgment of this Agreement by Debtor, Subordinated Lender shall have the right without notice to Senior Lenders to ask for, demand, take and receive a distribution of shares of common stock of Parent (or the occurrence common stock of any successor entity to Parent, including the common stock of Debtor if Debtor is the successor entity pursuant to a merger or similar corporate reorganization of Parent and continuance Debtor as long as such merger or similar corporate reorganization is permitted by the provisions of an Event the Senior Loan Agreement) as provided in the conversion option of Defaultthe Subordinated Note, each Debtor and Debtor, if it becomes a successor entity to Parent pursuant to merger or similar corporate reorganization, shall have the right to make payments deliver such shares to Subordinated Lender pursuant to the terms and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default exists, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account conditions of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Credit Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of any Borrower or any other Guarantor (each Borrower and such other Guarantor herein the “Debtors”) to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such GuarantorNote.

Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction of the Obligations. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default exists, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Credit Parties Lenders and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “"Subordinated Indebtedness” " means all indebtedness, liabilities, and obligations of any Borrower or any other Guarantor (each Borrower and such other Guarantor Guarantors herein the “"Debtors”") to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.

Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction of the Obligations. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default exists, except with the consent of the Administrative Agent, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Credit Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a GuarantorGUARANTY AGREEMENT (US), the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of any Borrower or any other Guarantor (each Borrower and such other Guarantor herein the “Debtors”) to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.Page 5

Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the Full Satisfaction of the Obligations. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time in the ordinary course of business. When an Event of Default exists, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Obligations shall have been Fully Satisfied. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Credit Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Indebtedness in accordance with this Guaranty Agreement. For purposes of this Guaranty Agreement and with respect to a Guarantor, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of any Borrower Borrower, any Foreign Guarantor or any other Guarantor (each Borrower the Borrowers, the Foreign Guarantors and such other Guarantor herein the “Debtors”) to such Guarantor, whether such indebtedness, liabilities, and GUARANTY AGREEMENT (US), Page 4 obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.