Common use of NOW THEREFORE THE PARTIES AGREE AS FOLLOWS Clause in Contracts

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS. Each Creditor subordinates to Bank any security interest or lien that such Creditor may have in any property of Borrower. Notwithstanding the respective dates of attachment or perfection of the security interests of each Creditor and the security interests of Bank, all now existing and hereafter arising security interests of Bank in any property of Borrower and all proceeds thereof (the “Collateral”), including, without limitation, the “Collateral”, as defined in a certain Loan and Security Agreement between Borrower and Bank dated as of August 28, 2012, as amended by that certain First Amendment to Loan and Security Agreement between Borrower and Bank dated as of January 31, 2014, as amended by that certain Assumption and Second Amendment to Loan and Security Agreement between Borrower and Bank dated as of August 12, 2014, as amended by that certain Third Amendment to Loan and Security Agreement between Borrower and Bank dated as of September 25, 2014, and as further amended by that certain Fourth Amendment to Loan and Security Agreement between Borrower and Bank dated as of October 31, 2014 (as may be amended, modified, restated, replaced or supplemented from time to time, the “Loan Agreement”), shall at all times be senior to the security interests of the Creditors. Each Creditor hereby (a) acknowledges and consents to (i) Borrower granting to Bank a security interest in the Collateral, (ii) Bank filing any and all financing statements and other documents as deemed necessary by Bank in order to perfect Bank’s security interest in the Collateral, and (iii) the entering into of the Loan Agreement and all documents in connection therewith by Borrower, (b) acknowledges and agrees that the Senior Debt, the entering into of the Loan Agreement and all documents in connection therewith by Borrower, and the security interest granted by Borrower to Bank in the Collateral shall be permitted under the provisions of the Subordinated Debt documents (notwithstanding any provision of the Subordinated Debt documents to the contrary), (c) acknowledges, agrees and covenants that such Creditor shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of Bank’s security interest in the Collateral, or the validity, priority or enforceability of the Senior Debt, and (d) acknowledges and agrees that the provisions of this Agreement will apply fully and unconditionally even in the event that Bank’s security interest in the Collateral (or any portion thereof) shall be unperfected.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS. Each Subject to the terms and conditions hereof, each Creditor subordinates to Bank any security interest or lien that such Creditor may have in any property of Borrowerthe Credit Parties. Notwithstanding the respective dates of attachment or perfection of the security interests interest of each such Creditor and the security interests interest of Bank, all now existing and hereafter arising the security interests interest of Bank in any property of Borrower and all proceeds thereof (i) the “Collateral”), including, without limitation, the “Collateral”, as defined in a that certain Loan and Security Agreement between Borrower and Bank dated as of August 28September 15, 20122005, as amended by that certain First Amendment to Loan and Security Agreement by and between Bank and Borrower and Bank dated as of January 31November 28, 20142005, as amended by that certain Assumption Letter amending Loan and Security Agreement by and between Bank and Borrower dated as of March 30, 2006, that certain Second Amendment to Loan and Security Agreement by and between Bank and Borrower and Bank dated as of August 12May 15, 20142006, as amended by that certain Third Amendment to Loan and Security Agreement by and between Bank and Borrower and Bank dated as of September 25February 28, 20142007, and as further amended by that certain Fourth Amendment to Loan and Security Agreement by and between Bank and Borrower and Bank dated as of October 31March 28, 2014 2008, that certain Fifth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of May 27, 2008, that certain Sixth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of August 6, 2008, that certain Seventh Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of August 29, 2008 and that certain Eighth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of September 30, 2008 (as may be amended, modified, restated, replaced or supplemented from time to time, the “Loan Agreement”) and (ii) the Collateral, as defined in the Security Agreement (collectively, the “Collateral”), shall at all times be senior to the security interests interest of the Creditorssuch Creditor. Each Creditor hereby (a) acknowledges and consents to (i) Borrower granting to Bank a security interest in the Collateral, (ii) Bank filing any and all financing statements and other documents as deemed necessary by Bank in order to perfect Bank’s security interest in the Collateral, and (iii) the entering into of the The Loan Agreement and all documents in connection therewith by Borrower, (b) acknowledges and agrees that the Senior DebtAgreement, the entering into of the Loan Agreement and all documents in connection therewith by Borrower, Guaranty and the security interest granted by Borrower Security Agreement shall collectively be referred to Bank in herein as the Collateral shall be permitted under the provisions of the Subordinated Debt documents (notwithstanding any provision of the Subordinated Debt documents to the contrary), (c) acknowledges, agrees and covenants that such Creditor shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of Bank’s security interest in the Collateral, or the validity, priority or enforceability of the Senior Debt, and (d) acknowledges and agrees that the provisions of this Agreement will apply fully and unconditionally even in the event that Bank’s security interest in the Collateral (or any portion thereof) shall be unperfected“Loan Documents”.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS. Each Creditor subordinates to Bank any security interest or lien that such Creditor may have in any property of Borrower. Notwithstanding the respective dates of attachment or perfection of the security interests of each Creditor and the Secured Party, any security interests of Bank, all now existing and hereafter arising security interests of Bank granted pursuant to the Reimbursement Agreement in any property of Borrower Grantor and all proceeds thereof (the “Collateral”), including, without limitation, the “Collateral”, as defined in a certain Loan and Security Agreement between Borrower and Bank dated as of August 28, 2012, as amended by that certain First Amendment to Loan and Security Agreement between Borrower and Bank dated as of January 31, 2014, as amended by that certain Assumption and Second Amendment to Loan and Security Agreement between Borrower and Bank dated as of August 12, 2014, as amended by that certain Third Amendment to Loan and Security Agreement between Borrower and Bank dated as of September 25, 2014, and as further amended by that certain Fourth Amendment to Loan and Security Agreement between Borrower and Bank dated as of October 31, 2014 (as may be amended, modified, restated, replaced or supplemented from time to time, the “Loan Agreement”), ) shall at all times be senior to the security interests of the CreditorsSecured Party pursuant to the 2008 Security Agreement. Each Creditor The Secured Party hereby (a) acknowledges acknowledge and consents consent to (i) Borrower Grantor granting to Bank a security interest in the CollateralCollateral pursuant to the Reimbursement Agreement, (ii) Bank the filing of any and all financing statements and other documents as deemed necessary by Bank in order to perfect Bank’s the security interest in the CollateralCollateral pursuant to the Reimbursement Agreement, and (iii) the entering into of the Loan Reimbursement Agreement and all documents in connection therewith by BorrowerGrantor, (b) acknowledges and agrees that the Senior DebtObligations (as defined below), the entering into of the Loan Reimbursement Agreement and all documents in connection therewith by BorrowerGrantor, and the security interest granted by Borrower to Bank Grantor in the Collateral pursuant to the Reimbursement Agreement shall be permitted under the provisions of the Subordinated Debt documents (notwithstanding any provision of the Subordinated Debt documents to the contrary), and (c) acknowledges, agrees and covenants that such Creditor the Secured Party shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of Bank’s the security interest in the CollateralCollateral granted by the Reimbursement Agreement, or the validity, priority or enforceability of the Senior Debt, and (d) acknowledges and agrees that the provisions of this Agreement will apply fully and unconditionally even in the event that Bank’s security interest in the Collateral (or any portion thereof) shall be unperfectedObligations.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS. Each Junior Creditor subordinates to Bank Senior Creditor any security interest or lien that such Junior Creditor may have in any property of Borrower. Notwithstanding the respective dates of attachment or perfection of the security interests of each such Junior Creditor and the security interests of BankSenior Creditor, all now existing and hereafter arising security interests of Bank Senior Creditor in any property of Borrower and all proceeds thereof (the “Collateral”), including, without limitation, constituting the “Collateral”, as defined in a certain Loan and Security Agreement between Borrower and Bank Senior Creditor dated as of August 28June 14, 20122016, as amended by that certain the First Amendment to thereto, and as amended and restated in the Amended and Restated Loan and Security Agreement between Borrower and Bank Agreement, dated as of January 31, 2014, the date hereof (as so amended by that certain Assumption and Second Amendment to Loan and Security Agreement between Borrower and Bank dated as of August 12, 2014, as amended by that certain Third Amendment to Loan and Security Agreement between Borrower and Bank dated as of September 25, 2014, restated and as further amended by that certain Fourth Amendment to Loan and Security Agreement between Borrower and Bank dated as of October 31, 2014 (as may be amended, modified, restated, replaced or supplemented from time to time, the “Senior Loan Agreement”) and the other “Loan Documents” as therein defined (together with the Senior Loan Agreement and as amended, modified, restated, replaced or supplemented from time to time, the “Senior Loan Documents”) (the “Collateral”), shall at all times be senior to the security interests of the CreditorsJunior Creditors (and each of them) granted under any of the Subordinated Loan Documents. Each Junior Creditor hereby (a) acknowledges and consents to (i) Borrower granting to Bank Senior Creditor a security interest in the Collateral, (ii) Bank Senior Creditor filing any and all financing statements and other documents as deemed necessary by Bank Senior Creditor in order to perfect BankSenior Creditor’s security interest in the Collateral, and (iii) the entering into of the Senior Loan Agreement and all documents in connection therewith other Senior Loan Documents by Borrower, (b) acknowledges and agrees that the Senior Debt, the entering into of the Senior Loan Agreement and all documents in connection therewith other Senior Loan Documents by Borrower, and the security interest granted by Borrower to Bank Senior Creditor in the Collateral shall be permitted under the provisions of the Subordinated Debt documents (notwithstanding any provision of the Subordinated Debt documents to the contrary), (c) acknowledges, agrees and covenants that such Creditor the Junior Creditors shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of BankSenior Creditor’s security interest in the Collateral, or the validity, priority or enforceability of the Senior Debt, and (d) acknowledges and agrees that the provisions of this Agreement will apply fully and unconditionally even in the event that BankSenior Creditor’s security interest in the Collateral (or any portion thereof) shall be unperfected. Senior Creditor hereby (a) acknowledges and consents to (i) Borrower granting to the Junior Creditors a security interest in the Collateral, (ii) the Junior Creditors filing any and all financing statements and other documents as deemed necessary by the Junior Creditors in order to perfect the Junior Creditor’s security interest in the Collateral, provided that such filings are made in accordance with the terms hereof, and (iii) the entering into of the Subordinated Loan Agreement and other Subordinated Loan Documents by Borrower, (b) acknowledges and agrees that the Subordinated Debt, the entering into of the Subordinated Loan Agreement, and the security interest granted by Borrower to the Junior Creditors in the Collateral are permitted under the provisions of the Senior Loan Documents (notwithstanding any provision of the Senior Loan Documents to the contrary), (c) acknowledges, agrees and covenants that the Senior Creditor shall not contest, challenge or dispute the validity, attachment, perfection or enforceability of the Junior Creditors’ security interest in the Collateral, or the validity or enforceability of the Senior Debt, and (d) acknowledges and agrees that the provisions of this Agreement will apply fully and unconditionally even in the event that the Senior Creditor’s security interest in the Collateral (or any portion thereof) shall be unperfected.