Common use of Subordination Agreement Clause in Contracts

Subordination Agreement. The Guarantor does hereby covenant and agree: (a) That payment of the Guarantor Indebtedness when due and payable in each month shall be and hereby is fully subordinated in priority to the prior payment to Credit Obligor of the Credit Obligor Indebtedness when due and payable in each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates). (b) That anything in any other contract, agreement or instrument to the contrary notwithstanding, (a) all right, title and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant and agree: (a) That payment In connection with the incurrence by the Borrower of the Guarantor First Lien Indebtedness when due and payable the Credit Parties’ guarantees in respect thereof, each month shall Lender hereby authorizes and directs Agent to execute deliver and perform the Subordination Agreement on behalf of such Lender and agrees that Agent in its various capacities thereunder may take such actions on such Lender’s behalf as is contemplated by the terms of the Subordination Agreement. Each Lender further acknowledges that is has received and reviewed the Subordination Agreement and agrees that it will be bound by and hereby is fully subordinated in priority will take no actions contrary to the prior payment to Credit Obligor provisions of the Credit Obligor Indebtedness when due Subordination Agreement, authorizes and payable in each month, provided, however, instructs Agent and to execute deliver and perform the Subordination Agreement as agent and on behalf of such Lender and authorizes and agrees that so long Agent may take such actions on behalf of such Lender as no event of default exists under is contemplated by the Credit Obligor Financing Documents the Guarantor may receive payment terms of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates)Subordination Agreement. (b) That anything in any other contract, agreement or instrument The provisions of this Section 12.18 are not intended to summarize all relevant provisions of the Subordination Agreement. Reference must be made to the contrary notwithstanding, (a) Subordination Agreement itself to understand all right, title terms and interest conditions thereof. Each Lender is responsible for making its own analysis and review of the Guarantor in Subordination Agreement and the terms and provisions thereof, and neither Agent nor or any of its affiliates makes any representation to any Lender as to the Collateral shall be and hereby are fully subordinated in priority to sufficiency or advisability of the right, title and interest of Credit Obligor in and to the Collateral as provided provisions contained in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor thereinSubordination Agreement. (c) Upon Each Lender (a) hereby consents to the occurrence subordination of a default under any agreement or document evidencing, providing for, or the Liens securing the Guarantor Indebtedness or if Obligations on the Guarantor Indebtedness shall become or be declared immediately due and payableterms set forth in the Subordination Agreement, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness (b) hereby agrees that this Agreement and the Credit Obligor Financing Documents other Transaction Documents, and the same shall also become immediately due rights and payableremedies of Agent and the Lenders hereunder and thereunder, notwithstanding any inconsistent are subject to the terms in any document or instrument relating to any of the foregoing. The Guarantor shall notSubordination Agreement, without (c) hereby agrees that it will be bound by and will take no actions contrary to the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any provisions of the Guarantor IndebtednessSubordination Agreement and (d) hereby authorizes and instructs Agent to enter into the Subordination Agreement and to subject the Liens securing the Obligations to the provisions thereof. (d) Upon The delivery of any Collateral or any certificates, titles, instruments, chattel paper or documents evidencing or in connection with such Collateral to the occurrence First Lien Agent under and continuation of an event of default under any agreement or document evidencing, providing for, or securing in accordance with the Guarantor Indebtedness or First Lien Credit Documents shall constitute compliance by the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for Parties with the provisions of this Agreement shall be paid or delivered any other Transaction Document which require delivery or possession of certain types of Collateral to or by the person making Agent so long as such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to First Lien Credit Obligor or its representative, to the extent necessary to pay Documents are in full all indebtedness owed theretoforce and effect, before any payment or distribution of such assets is made to the Guarantor. (f) No right of First Lien Indebtedness has not been paid in full and the Credit Obligor to enforce the subordination provided herein shall at any time or Parties are in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor compliance with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge applicable provisions thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereundersuch Collateral. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant and agree: (a) That payment of the Guarantor Indebtedness when due and payable in each month shall be and hereby is fully subordinated in priority to the prior payment to Credit Obligor of the Credit Obligor Indebtedness when due and payable in each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates). (b) That anything in any other contract, agreement or instrument to the contrary notwithstanding, (a) all right, title and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: : (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby Subordination Agreement or any material provision thereof shall cease to be in full force or effect as to any party thereto, or any party to the Subordination Agreement or Person acting by or on behalf of such party shall deny or disaffirm such party's obligations thereunder, or any party to the Subordination Agreement shall default in the due performance or observance of any material term, covenant or agreement on its part to be performed or observed pursuant thereto; then, and agree: (a) That payment in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Guarantor Indebtedness when Required Lenders, shall by written notice to the Borrowers, take any or all of the following actions, without prejudice to the rights of any Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (PROVIDED that, if an Event of Default specified in Section 10.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur immediately and automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of, the Face Amount of and any accrued interest in each month respect of all Loans and the Notes and all Obligations owing hereunder (including Unpaid Drawings) and thereunder to be, whereupon the same shall be and hereby is fully subordinated in priority to the prior payment to Credit Obligor of the Credit Obligor Indebtedness when become, forthwith due and payable in without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable Party; (but not in advance of originally scheduled due dates). (biii) That anything in terminate any other contract, agreement or instrument to the contrary notwithstanding, (a) all right, title and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest Letter of Credit Obligor which may be terminated in accordance with its terms; (iv) direct the relevant Borrowers to pay (and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any relevant Borrowers agree that upon receipt of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwisenotice, or upon the acceleration or maturity occurrence of an Event of Default specified in Section 10.05 with respect to any Borrower, they will pay) to the Administrative Agent at the appropriate Payment Office such additional amount of cash, to be held as security by the Administrative Agent for the respective Borrower's reimbursement obligations in respect of Letters of Credit then outstanding, as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding for the account of such Borrower; (v) apply any cash collateral held pursuant to Section 4.02 to the repayment of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assetsObligations; and (bvi) any payment or distribution of any of direct the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary appropriate Alternate Currency Revolving Loan Borrowers to pay in full all indebtedness owed thereto, before any payment or distribution (and each Alternate Currency Revolving Loan Borrower agrees that upon receipt of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligornotice, or (b) any noncompliance by Credit Obligor with upon the terms occurrence of any documents or instruments executed an Event of Default specified in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking Section 10.05 with respect to the Credit Obligor Indebtedness or any security thereforBorrower, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect it will pay) to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor Administrative Agent (without duplication) all amounts required to be paid pursuant to clause (j) of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunderSchedule III. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor undersigned (the “Advisor”) acknowledges that Inland Diversified Real Estate Trust, Inc. (the “Borrower”) has entered into a Credit Agreement of even date herewith with KeyBank National Association as administrative agent (the “Agent”), and the Lenders described therein, pursuant to which the Lenders have agreed to make loans in an aggregate amount of $25,000,000 to the Borrower, subject to future increase up to $150,000,000. The Advisor has agreed to perform or supply certain services pursuant to that certain Advisory Agreement dated ___________, 2010 between the Borrower and the Advisor (as amended, the “Contract”). The undersigned does hereby covenant acknowledge and agree: (a) That payment agree that the rights of the Guarantor Indebtedness when due and payable in each month Advisor under the Contract to receive payments shall be and hereby is fully subordinated in priority to the prior payment to Credit Obligor of the Credit Obligor Indebtedness when due and payable in each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates). (b) That anything in any other contract, agreement or instrument to the contrary notwithstanding, (a) all right, title and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral restricted as provided in the first sentence of Section 6.28 of the Credit Obligor Financing Documents without regard Agreement, a copy of which is attached hereto as Attachment 1 and that any payments under the Contract in excess of the accrued amounts permitted to be paid as of any date are hereby subordinated to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets obligations of the Borrower of any kind or character to the Agent and Lenders under the Credit Agreement and all related loan documents (whether in cash, property or securitiesthe “Obligations”), shall be . Any payment received by the Guarantor in violation Advisor which is subordinated to the Obligations and is not permitted by the terms of this Agreement, such payment, amount or distribution Subordination Agreement shall be held in trust for by the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment Advisor for the benefit of creditors or any other marshalling the Lenders and upon demand from the Administrative Agent shall be paid to the Administrative Agent to be applied to the Obligations. This Subordination Agreement is given by the Advisor for good and valuable consideration, the receipt and sufficiency of assets which is hereby acknowledged by the Advisor, and liabilities is intended to induce Lenders to make the Loans to the Borrower and issue Facility Letters of Credit for the benefit of the Borrower or otherwise, or upon the acceleration or maturity of under the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full Agreement. EXECUTED as of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount November 1, 2010. INLAND DIVERSIFIED BUSINESS MANAGER & ADVISOR, INC. By: Name: Xxxxx X. Xxxxxxx Title: President/COO [Copy final version of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right Section 6.28 of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.] K-2 SUBSIDIARIES (OTHER THAN SUBSIDIARY GUARANTORS)

Subordination Agreement. The Guarantor does hereby covenant and agree: (a) That On the terms and conditions hereof, the payment and performance of the Guarantor Indebtedness when due Subordinated Debt (as defined below), and payable in each month shall be the Pledgor’s right to receipt thereof, is hereby subordinated to payment and hereby is fully subordinated in priority performance of the Senior Debt (as defined below), and to the prior payment to Credit Obligor right of the Credit Obligor Indebtedness when due Secured Party to receipt thereof. Upon the occurrence and payable during the continuance of an Event of Default, until the Senior Debt has been paid or otherwise satisfied in full, unless otherwise directed by the Secured Party, the Pledgor will not ask, demand, xxx for, take or receive from any subordinated party as set forth on Schedule 2 hereof (each montha “Subordinated Party”), providedby setoff or in any other manner, howeverthe whole or any part of any monies which may now or hereafter be owing (i) by a Subordinated Party or any successor or assign of a Subordinated Party (including, that so long as no event of default exists without limitation, any receiver or trustee in bankruptcy) to the Pledgor, or (ii) by any other Person to the Pledgor under the Credit Obligor Financing Documents the Guarantor may receive payment a guaranty or other surety instrument by reason of the Guarantor Indebtedness when due Subordinated Debt, and payable (but the Pledgor will not in advance of originally scheduled due dates)act to foreclose or otherwise realize upon any collateral security therefor. (b) That anything in any other contractFor purposes hereof, agreement or instrument “Senior Debt” is defined as all indebtedness of the Pledgor and its successors and assigns, to the contrary notwithstandingSecured Party, (a) whether now existing or hereafter arising, of whatsoever kind or nature under the Loan Agreement and the other Loan Documents. For purposes hereof, “Subordinated Debt” is defined as all right, title and interest indebtedness of the Guarantor in and Subordinated Party to the Collateral shall be Pledgor, and hereby are fully subordinated in priority its successors and assigns, whether now existing or hereafter arising, of whatsoever kind or nature, expressly including all indebtedness of the Subordinated Party to the right, title and interest of Credit Obligor in and to the Collateral Pledgor as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor thereindate hereof, which is identified by the Pledgor as “Subordinated Debt” in Schedule 2 hereto. (c) Upon In the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document bankruptcy or instrument relating to any insolvency of the foregoing. The Guarantor shall notPledgor, without the prior written consent of Credit Obligor, accelerate Pledgor agrees promptly to take such actions with respect thereto as the maturity of, or institute any proceedings Secured Party may reasonably request in order to enforce, any insure that the foregoing agreements of the Guarantor IndebtednessPledgor are recognized and reflected in the manner in which the assets of the Pledgor are distributed to its creditors and other claimants. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be All payments received by the Guarantor in violation Pledgor with respect to the Subordinated Debt while (i) any portion of this the Senior Debt remains outstanding and unsatisfied, and (ii) an Event of Default is outstanding \DE - 040518/000001 - 3148374 v1 under the Loan Agreement, such payment, amount or distribution shall will be held in trust by the Pledgor for the benefit ofof the Secured Party, and shall will promptly be paid over upon demand to, Credit Obligor or its representative for application remitted by the Pledgor to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided thereinSecured Party. (e) Upon The Pledgor agrees not to transfer, assign, pledge or hypothecate the Subordinated Debt to any payment third person, or distribution of to convert any of the assets of Subordinated Debt into capital stock or other equity interests in the Borrower of any kind Subordinated Parties unless such capital stock or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled equity interests are subject to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, and pledged to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the GuarantorSecured Party. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant and agree: (a) That On the terms and conditions hereof, the payment and performance of the Guarantor Indebtedness when due Subordinated Debt (as defined below), and payable in each month shall be the Pledgor’s right to receipt thereof, is hereby subordinated to payment and hereby is fully subordinated in priority performance of the Senior Debt (as defined below), and to the prior payment to Credit Obligor right of the Credit Obligor Indebtedness when due Secured Party to receipt thereof. Upon the occurrence and payable during the continuance of an Event of Default, until the Senior Debt has been paid or otherwise satisfied in full, unless otherwise directed by the Secured Party, the Pledgor will not ask, demand, xxx for, take or receive from any subordinated party as set forth on Schedule 2 hereof (each montha “Subordinated Party”), providedby setoff or in any other manner, howeverthe whole or any part of any monies which may now or hereafter be owing (i) by a Subordinated Party or any successor or assign of a Subordinated Party (including, that so long as no event of default exists without limitation, any receiver or trustee in bankruptcy) to the Pledgor, or (ii) by any other Person to the Pledgor under the Credit Obligor Financing Documents the Guarantor may receive payment a guaranty or other surety instrument by reason of the Guarantor Indebtedness when due Subordinated Debt, and payable (but the Pledgor will not in advance of originally scheduled due dates)act to foreclose or otherwise realize upon any collateral security therefor. (b) That anything in any other contractFor purposes hereof, agreement or instrument “Senior Debt” is defined as all indebtedness of the Pledgor and its successors and assigns, to the contrary notwithstandingSecured Party, (a) whether now existing or hereafter arising, of whatsoever kind or nature under the Loan Agreement and the other Loan Documents. For purposes hereof, “Subordinated Debt” is defined as all right, title and interest indebtedness of the Guarantor in and Subordinated Party to the Collateral shall be Pledgor, and hereby are fully subordinated in priority its successors and assigns, whether now existing or hereafter arising, of whatsoever kind or nature, expressly including all indebtedness of the Subordinated Party to the right, title and interest of Credit Obligor in and to the Collateral Pledgor as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor thereindate hereof, which is identified by the Pledgor as “Subordinated Debt” in Schedule 2 hereto. (c) Upon In the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document bankruptcy or instrument relating to any insolvency of the foregoing. The Guarantor shall notPledgor, without the prior written consent of Credit Obligor, accelerate Pledgor agrees promptly to take such actions with respect thereto as the maturity of, or institute any proceedings Secured Party may reasonably request in order to enforce, any insure that the foregoing agreements of the Guarantor IndebtednessPledgor are recognized and reflected in the manner in which the assets of the Pledgor are distributed to its creditors and other claimants. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be All payments received by the Guarantor in violation Pledgor with respect to the Subordinated Debt while (i) any portion of this the Senior Debt remains outstanding and unsatisfied, and (ii) an Event of Default is outstanding under the Loan Agreement, such payment, amount or distribution shall will be held in trust by the Pledgor for the benefit ofof the Secured Party, and shall will promptly be paid over upon demand to, Credit Obligor or its representative for application remitted by the Pledgor to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided thereinSecured Party. (e) Upon The Pledgor agrees not to transfer, assign, pledge or hypothecate the Subordinated Debt to any payment third person, or distribution of to convert any of the assets of Subordinated Debt into capital stock or other equity interests in the Borrower of any kind Subordinated Parties unless such capital stock or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled equity interests are subject to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, and pledged to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the GuarantorSecured Party. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant parties hereto further acknowledge that simultaneously with the execution hereof, the Trustee and agree: (a) That the holders of the Senior Indebtedness are entering into the Subordination Agreement, dated the date hereof, between the Trustee, for itself in that capacity and on behalf of the Holders, and the holder of the Senior Indebtedness on the Issue Date in the form of Exhibit K, acknowledged and agreed to by the Company and the Subsidiary Guarantors, which sets forth the relative rights of the Trustee and the Holders, on the one hand, and such holder of the Senior Indebtedness, on the other hand, as to the priority of payment of the Guarantor Senior Indebtedness when due over the Securities and payable related obligations, the priority of the Liens and rights in and to the Collateral in favor of such holder of Senior Indebtedness over the Liens and rights in and to the Collateral in favor of the Trustee and the Holders, and certain limitations on the rights and remedies of the Trustee and the Holders and related requirements. Each Holder, by accepting a Security, agrees to all of the terms and provisions of the Subordination Agreement, as the same may be amended from time to time pursuant to the provisions thereof and this Indenture. Without limiting the foregoing, each month shall be Holder, by accepting a Security, acknowledges and hereby is fully agrees that its rights to payment of the obligations evidenced by the Securities and the Guarantees are subordinated in favor of the Senior Indebtedness, that its and the Trustee's Liens and rights in and to the Collateral are subordinated in priority to the prior payment to Credit Obligor of the Credit Obligor Indebtedness when due Liens and payable in each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates). (b) That anything in any other contract, agreement or instrument to the contrary notwithstanding, (a) all right, title and interest of the Guarantor rights in and to the Collateral shall be in favor of the holders of the Senior Indebtedness, and hereby that other rights and remedies of such Holder and the Trustee are fully subordinated in priority subject to the rightcertain limitations and related requirements, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created Subordination Agreement, and (b) further agrees that the claim of Credit Obligor upon all Trustee is irrevocably authorized and directed to execute, deliver and perform the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms Subordination Agreement in any document or instrument relating to any of the foregoingaccordance with its terms. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or Trustee agrees that in the event that any payment or distribution of any assets conflict between this Indenture and the Subordination Agreement, the provisions of the Borrower Subordination Agreement shall control. In the event that the Senior Indebtedness existing on the Issue Date is refunded or refinanced such that the holder of any kind the Senior Indebtedness on the Issue Date is no longer the holder of the Senior Indebtedness, then the Trustee shall enter into an intercreditor and subordination agreement or character (whether a supplemental indenture, in cash, property or securities), either case substantially on the terms and conditions contained in Exhibit K. The provisions of this Section shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment expressly for the benefit of creditors or the holders of the Senior Indebtedness (without thereby limiting any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid Indenture or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantorelsewhere provided for their benefit). (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant and agree: (a) That payment of the Guarantor Indebtedness when due and payable in each month shall be and hereby is fully subordinated in priority to the prior payment to Credit Obligor of the Credit Obligor Indebtedness when due and payable in each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates). (b) That Notwithstanding anything herein or in any other contract, agreement or instrument Credit Document to the contrary notwithstandingcontrary, (a) all right, title the liens and interest of the Guarantor in and security interests granted pursuant to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding exercise of any inconsistent terms in any document right or instrument relating remedy hereunder or thereunder are subject to any the provisions of the foregoingSubordination Agreement. The Guarantor shall not, without In the prior written consent event of Credit Obligor, accelerate any conflict between the maturity of, or institute any proceedings to enforce, any terms of the Guarantor Indebtedness. (d) Upon the occurrence Subordination Agreement and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event terms of the Subordination Agreement shall govern and control. The Lenders acknowledge that any payment or distribution obligations of any the Borrower and its Subsidiaries under the Indenture and the other Subordinate Documents, and certain obligations related thereto, are secured by Liens on assets of the Borrower and its Subsidiaries that constitute Collateral. The Agent shall enter into the Subordination Agreement establishing the relative rights of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation Lenders and of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application secured parties under the Indenture with respect to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: Collateral. Each Lender hereby irrevocably (a) Credit Obligor shall first be entitled authorizes and directs the Agent to receive all such assets execute and deliver the Subordination Agreement and any acknowledgements, agreements or documents relating thereto, in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount each case, on behalf of such assets; Lender and without any further consent, authorization or other action by such Lender, (b) any payment or distribution of any of agrees that, upon the assets of the Borrower of any kind or character (whether in cashexecution and delivery thereof, property or securities) to which the Guarantor would such Lender will be entitled except for bound by the provisions of this the Subordination Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Subordination Agreement and (c) agrees that no Lender shall be paid or delivered have any right of action whatsoever against the Agent as a result of any action taken by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly Agent pursuant to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time this Section or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor accordance with the terms of any documents the Subordination Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent to enter into such amendments, supplements or instruments executed other modifications to the Subordination Agreement as are contemplated thereby in connection with any extension, renewal, refinancing or replacement of the Credit Obligor Financing Documents (regardless Indenture on behalf of such Lender and without any knowledge thereof that Credit Obligor may further consent, authorization or other action by such Lender. The Agent shall have or be charged with), or (c) any action Credit Obligor may take or refrain from taking the benefit of the provisions of Article IX with respect to the Credit Obligor Indebtedness all actions taken by it pursuant to this Section or any security therefor, including without limitation any modification of in accordance with the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect Intercreditor Agreement to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunderfull extent thereof. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does Each of the undersigned (collectively, “Subordinated Creditors” and each a “Subordinated Creditor”), is a subordinated creditor to Borrower and entered into that certain Subordination and Intercreditor Agreement dated as of October 17, 2007 by and among Lender, Subordinated Creditors, Borrowers and Guarantor, as amended from time to time (as amended, restated, modified or supplemented and in effect from time to time, the “Subordination Agreement”). Each Subordinated Creditor hereby covenant and agree: (a) That payment consents to the execution by Borrowers and Lender of the Guarantor Indebtedness when due above Seventh Amendment to Loan and payable in each month shall be Security Agreement and hereby is fully subordinated in priority to the prior payment to Credit Obligor of the Credit Obligor Indebtedness when due and payable in each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates). (b) That anything in any other contract, agreement or instrument to the contrary notwithstanding, (a) all right, title and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencingOther Loan Documents, providing for, or securing among other things, the Guarantor Indebtedness or if increase of the Guarantor Indebtedness shall become or be declared immediately due Revolving Loan Commitment to $20,000,000; (b) acknowledges that the “Senior Debt” (as defined in the Subordination Agreement) includes all of the obligations and payableliabilities owing from time to time by Borrowers to Lender, then an event of default shall be deemed to have simultaneously occurred under including, without limitation, the Credit Obligor Indebtedness Obligations (which include the increased Revolving Loans and the Credit Obligor Financing Documents Term Loan); (c) acknowledges that the “Subordinated Debt” (as defined in the Subordination Agreement) and any liens and security interests of Subordinated Creditors in the Collateral (as defined in the Subordination Agreement) shall remain subordinate to the “Senior Debt” and the same shall also become immediately due liens and payable, notwithstanding any inconsistent terms security interests of Lender in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. Collateral; (d) Upon the occurrence and continuation of an event of default under acknowledges that no Subordinated Creditor has any agreement set-off, defense or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application counterclaim to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution performance of any of the assets obligations of such Subordinated Creditor under the Subordination Agreement; (e) reaffirms, assumes and binds itself in all respects to all of the Borrower of obligations, liabilities, duties, covenants, terms and conditions that are contained in the Subordination Agreement; (f) agrees that all such obligations and liabilities under the Subordination Agreement shall continue in full force and effect and shall not be discharged, limited, impaired or affected in any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization manner whatsoever; (g) represents and warrants that each of the Borrower, whether representations and warranties made by such Subordinated Creditor in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents Loans remain true and correct as of the date hereof; and (regardless of any knowledge thereof h) represents and warrants that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect it has consented to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunderInStaff Purchase Transaction. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant rights of Tenant under this Lease are and agree: (a) That payment shall be, at the option of the Guarantor Indebtedness when due and payable in each month shall be and hereby is fully subordinated in priority any mortgagee or beneficiary of a deed of trust with respect to the prior payment property (“Mortgagee”) which is subject to Credit Obligor this Lease, either subordinate or superior to the deed of the Credit Obligor Indebtedness when due and payable in each month, trust or mortgage of such Mortgagee; provided, however, that so long if such Mortgagee shall elect to treat this Lease as no event subordinate, Tenant’s right to occupy the Premises pursuant to this Lease shall remain in effect for the full term of default exists the Lease provided that Tenant timely complies with its obligations under the Credit Obligor Financing Documents terms of this Lease. To further assure the Guarantor may receive payment foregoing subordination, Tenant shall, upon Mortgagee’s request, execute an instrument (including a subordination agreement or attornment agreement) evidencing of record tenant’s agreements regarding subordination as set forth herein, and as reasonably requested by Mortgagee. In connection with such subordination, Tenant hereby agrees that if a Mortgagee shall succeed to the interest of Landlord by reason of any foreclosure of the Guarantor Indebtedness when due and payable (but not Mortgage or the acceptance of a deed in advance lieu of originally scheduled due dates). (b) That anything in foreclosure, or by any other contractmanner, agreement Mortgagee or instrument such other purchaser shall not be (1) liable for any act or omission of any prior lessor (including Lessor); (2) obligated to cure any defaults of any prior lessor (including Lessor) under the Lease which occurred prior to the contrary notwithstanding, (a) all right, title and time that Mortgagee or such other purchaser succeeded to the interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral as provided Lessor in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and Property; (b3) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document or instrument relating subject to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, offsets or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first defenses which Tenant may be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in assert against any prior lessor (including Lessor); (4) bound by any payment in full of all Credit Obligor Indebtedness prior rent or additional rent by Tenant to any of such proceeds prior lessor (including Lessor) for more than two (2) months in advance; (5) liable or revenues being distributed to the Guarantor. If, before the conditions responsible for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or retention, application and/or return to Tenant of any security therefordeposit paid to any prior lessor (including Lessor) unless and until Mortgagee or such other purchaser has actually received for its own account as lessor the full amount of such security deposit; (6) liable to Tenant or its respective successors or assigns for any damages, including without limitation any modification monetary judgments, or other judicial, quasi-judicial, arbitration, administrative or other awards arising out of or in connection with ownership of the terms Property by Mortgagee or such other purchaser, in excess of the Credit Obligor Financing Documents value of Mortgagee’s or such other purchaser’s interest in the granting Property (it being understood that no other property or effecting assets of Mortgagee or its successors or assigns shall be subject to the levy, execution or other enforcement procedure for the satisfaction of any release claim, award, judgment, injunction or settlement decree, and that in no event shall Beneficiary or its successors or assigns be responsible for any consequential damages incurred by Tenant or its employees, agents, contractors, invitees, successors or assigns); (7) bound by any right of Tenant under the Lease to terminate the Lease, except in the event of damage or destruction and/or eminent domain; or (8) bound by any right of Tenant under the Lease to purchase any interest in the Property; and provided finally that the Lease shall be subject to the rights of Mortgagee under the applicable deed of trust or mortgage with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor insurance and condemnation proceeds relating to the Guarantor Property. Tenant further acknowledges and agrees that Mortgagees shall apply only to the separate occasion thereof and shall not affect the continuing obligation be deemed third party beneficiaries of the Guarantor hereunder. (g) The Guarantor hereby this provision. Landlord agrees to execute exhaust all reasonable efforts to secure a Subordination Non-Disturbance Agreement from Landlord’s current and deliver any future mortgages in a form acceptable to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may Tenant (whose terms and conditions must be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreementreasonable).

Subordination Agreement. The Guarantor does hereby covenant and agree: (a) That On the terms and conditions hereof, the payment and performance of the Guarantor Indebtedness when due Subordinated Debt (as defined below), and payable in each month shall be the Pledgor’s right to receipt thereof, is hereby subordinated to payment and hereby is fully subordinated in priority performance of the Senior Debt (as defined below), and to the prior payment to Credit Obligor right of the Credit Obligor Indebtedness when due Secured Party to receipt thereof. Upon the occurrence and payable during the continuance of an Event of Default, until the Senior Debt has been paid or otherwise satisfied in full, unless otherwise directed by the Secured Party, the Pledgor will not ask, demand, xxx for, take or receive from any subordinated party as set forth on Schedule 2 hereof (each montha “Subordinated Party”), providedby setoff or in any other manner, howeverthe whole or any part of any monies which may now or hereafter be owing (i) by a Subordinated Party or any successor or assign of a Subordinated Party (including, that so long as no event of default exists without limitation, any receiver or trustee in bankruptcy) to the Pledgor, or (ii) by any other Person to the Pledgor under the Credit Obligor Financing Documents the Guarantor may receive payment a guaranty or other surety instrument by reason of the Guarantor Indebtedness when due Subordinated Debt, and payable (but the Pledgor will not in advance of originally scheduled due dates)act to foreclose or otherwise realize upon any collateral security therefor. (b) That anything in any other contractFor purposes hereof, agreement “Senior Debt” is defined as all indebtedness of the Pledgor or instrument the Guarantor, and their successors and assigns, to the contrary notwithstandingSecured Party, (a) whether now existing or hereafter arising, of whatsoever kind or nature under the Loan Agreement and the other Loan Documents. For purposes hereof, “Subordinated Debt” is defined as all right, title and interest indebtedness of the Guarantor in and Subordinated Party to the Collateral shall be Pledgor, and hereby are fully subordinated in priority its successors and assigns, whether now existing or hereafter arising, of whatsoever kind or nature, expressly including all indebtedness of the Subordinated Party to the right, title and interest of Credit Obligor in and to the Collateral Pledgor as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor thereindate hereof, which is identified by the Pledgor as “Subordinated Debt” in Schedule 2 hereto. (c) Upon In the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document bankruptcy or instrument relating to any insolvency of the foregoing. The Guarantor shall notPledgor, without the prior written consent of Credit Obligor, accelerate Pledgor agrees promptly to take such actions with respect thereto as the maturity of, or institute any proceedings Secured Party may reasonably request in order to enforce, any insure that the foregoing agreements of the Guarantor IndebtednessPledgor are recognized and reflected in the manner in which the assets of the Pledgor are distributed to its creditors and other claimants. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be All payments received by the Guarantor in violation Pledgor with respect to the Subordinated Debt while (i) any portion of this the Senior Debt remains outstanding and unsatisfied, and (ii) an Event of Default is outstanding under the Loan Agreement, such payment, amount or distribution shall will be held in trust by the Pledgor for the benefit ofof the Secured Party, and shall will promptly be paid over upon demand to, Credit Obligor or its representative for application remitted by the Pledgor to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided thereinSecured Party. (e) Upon The Pledgor agrees not to transfer, assign, pledge or hypothecate the Subordinated Debt to any payment third person, or distribution of to convert any of the assets of Subordinated Debt into capital stock or other equity interests in the Borrower of any kind Subordinated Parties unless such capital stock or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled equity interests are subject to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, and pledged to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the GuarantorSecured Party. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant Notwithstanding any provision to the contrary set forth herein, the Holder and agree: (a) That the Maker agree that the payment of the Guarantor Indebtedness when due principal of and interest on this Note, and any other amounts payable in each month shall be and hereby with respect thereto, is fully subordinated in priority to the prior payment to Credit Obligor in full (whether at maturity, by prepayment, by acceleration or otherwise) of any and all Senior Debt, and agree that, except as permitted under Section 5, no payment of, on, or on account of the Credit Obligor Indebtedness when due and payable in each month, provided, however, that indebtedness so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates). (b) That anything in any other contract, agreement or instrument to the contrary notwithstanding, (a) all right, title and interest of the Guarantor in and to the Collateral subordinated shall be made unless and hereby are fully subordinated until all payments of principal, interest or amounts otherwise payable with respect to all Senior Debt have been paid in priority full in cash or cash equivalents. Except as permitted under Section 5, the Holder further agrees not to demand, receive or accept any such payment until all Senior Debt has been paid in full in cash or cash equivalents. In the right, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payablethat, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforceforegoing provisions, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor Holder on account of principal of or interest on or other amounts payable with respect to this Note in violation contravention of this Agreementthe foregoing provisions, such payment, amount or distribution payment shall be held in trust for the benefit ofof and shall, and shall to the extent that at such time all Senior Debt has not been paid in full in cash or cash equivalents, be paid over upon demand toto the Intercreditor Agent, Credit Obligor or its representative as agent for the holders of the Senior Debt, for application to the payment of the Credit Obligor Indebtedness Senior Debt until the Credit Obligor Financing Documents all such Senior Debt shall have been defeased paid in full; provided that, if at such time the Holder shall have been advised by the Intercreditor Agent that all Indebtedness under the Bank Credit Facility, the Mortgage Notes and terminated as provided therein. the Mall Construction Loan Facility (ecollectively, the "Senior Secured Debt") Upon any has been paid in full, then such payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment shall be held for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, over to the extent necessary Subordinated Note Trustee as representative of the holders of the Senior Subordinated Notes for application to pay in full all indebtedness owed thereto, before any the payment or distribution of such assets is made to the GuarantorSenior Subordinated Notes until all such Senior Subordinated Notes shall have been paid in full. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does For good and valuable consideration, the receipt and sufficiency of which is hereby covenant acknowledged, the Undersigned _________________________ hereby postpones and agree: subordinates to XXXX XXXXXXXXXX (a) That hereinafter called "Secured Party"), any and all security interest in the capital stock of Data Processing Trainers Co. (the "Collateral"), together with the indebtedness secured thereby (the "Subordinated Indebtedness"), and agrees not to demand, receive or accept any proceeds of Collateral, or any payment on account of the Guarantor Subordinated Indebtedness when due and payable in each month shall be and hereby is fully subordinated excess of the regularly scheduled payments, unless or until all indebtedness of XXXXXXX EDUCATIONAL SYSTEMS, INC., a Colorado corporation (hereinafter called "Debtor"), to Secured Party under Debtor's Promissory Note to Secured Party dated March 24, 1998 in priority the original principal amount of $4,340,000 (the "Senior Indebtedness") has been paid in full. Should the Undersigned receive any proceeds of Collateral, or any payment on the Subordinated Indebtedness in excess of the regularly scheduled payments, prior to the prior payment to Credit Obligor satisfaction of the Credit Obligor Indebtedness when due and payable in each monthSenior Indebtedness, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents Undersigned shall forthwith deliver the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates). (b) That anything in any other contract, agreement or instrument same to the contrary notwithstanding, (a) all right, title and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral as provided Secured Party in the Credit Obligor Financing Documents without regard to form received (except for endorsement or assignment by the respective dates Undersigned where required by Secured Party), for application on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencingSenior Indebtedness, providing forand, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payableuntil so delivered, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payablebe held in trust by the Undersigned as the property of Secured Party. In the event of any receivership, notwithstanding any inconsistent terms in any document insolvency, bankruptcy, assignment for benefit of creditors, readjustment of indebtedness, composition, reorganization, whether or instrument relating not pursuant to any bankruptcy laws, sale of all or substantially all of the foregoing. The Guarantor shall notassets, without the prior written consent of Credit Obligordissolution, accelerate the maturity ofwinding up, liquidation, or institute any proceedings to enforce, any other marshalling of the Guarantor Indebtedness. (d) Upon the occurrence assets and continuation liabilities of an event of default under any agreement or document evidencingDebtor, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any the assets and liabilities of the Borrower of any kind or character (whether in cashDebtor, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower Debtor of any kind or character upon any dissolutioncharacter, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property securities, or securities) other property, which would otherwise be payable to which or deliverable upon or with respect to the Guarantor would be entitled except for the provisions of this Agreement Subordinated Indebtedness shall be paid or delivered by directly to Secured Party for application on the person making Senior Indebtedness until such indebtedness shall have been fully paid and satisfied. Secured Party shall have the right to enforce, collect and receive every such payment or distributiondistribution and give acquittance therefor, whether a trustee and Secured Party is hereby authorized, as attorney-in-fact for the Undersigned, to vote and prove the indebtedness of Debtor to the Undersigned in bankruptcy, receiver, liquidating trustee, other custodian, agent any of the above described proceedings or other person, directly to Credit Obligor or its representativein any meeting of creditors of Debtor relating thereto. The undersigned further agrees that, to the extent necessary that Secured Party receives any proceeds of Collateral, or Debtor makes a payment to pay Secured Party, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to Debtor, Debtor's estate, trustee, receiver or any other party, including, without limitation, the Undersigned, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the indebtedness or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full all indebtedness owed thereto, before any payment or distribution force and effect subject to this agreement as of the date of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall initial payment, reduction or satisfaction occurred. Secured Party, at any time and from time to time, may enter into agreements with Debtor extending the time of payment or renewing or otherwise altering the terms of all or any of the indebtedness of Debtor to Secured Party or affecting any security underlying any or all of such indebtedness, or may exchange, sell or surrender or otherwise deal with any security, or may release any balance of funds of Debtor with Secured Party, without notice to the Undersigned and without in any way be prejudiced impairing or impaired by (a) any act affecting this agreement. Secured Party's delay in or failure to act on the part of Credit Obligor, exercise any right or (b) any noncompliance by Credit Obligor with the terms remedy shall not be deemed a waiver of any documents obligation of the Undersigned or instruments executed right of Secured Party. This agreement may be modified, and any of Secured Party's rights hereunder waived, only by agreement in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect writing signed by Secured Party. This agreement shall inure to the Credit Obligor Indebtedness or any security thereforbenefit of Secured Party's heirs, including without limitation any modification representatives, administrators, successors and assigns, and bind the heirs, representatives, administrators, successors and assigns of the Undersigned. Notice of acceptance by Secured Party of this agreement is hereby waived by the Undersigned, and this agreement and all of the terms and provisions hereof shall immediately be binding upon the Undersigned from the date of execution hereof. This agreement shall be construed and governed by the laws of the Credit Obligor Financing Documents or the granting or effecting State of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunderPennsylvania. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant Notwithstanding any provision to the contrary set forth herein, the Holder and agree: (a) That the Makers agree that the payment of the Guarantor Indebtedness when due principal of and interest on this Note, and any other amounts payable in each month shall be and hereby with respect thereto, is fully subordinated in priority to the prior payment in full (whether at maturity, by prepayment, by acceleration or otherwise) of any and all Senior Debt in the same manner as the 14 1/4% Senior Subordinated Notes due 2005 (the "Subordinated Notes") are subordinated to Credit Obligor Senior Debt. The Holder and the Makers also agree that no payment of, on, or on account of the Credit Obligor Indebtedness when due indebtedness so subordinated shall be made except if permitted under the Xxxxxxx Intercreditor Agreement and payable only except to the extent that LVSI and Venetian are or would be permitted to make a payment upon or in each monthrespect of the Senior Subordinated Notes, provided, howeverthat such payment may only be made in the same manner as is permitted, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment or would be permitted, to be made in respect of the Guarantor Indebtedness when due and payable Senior Subordinated Notes in an amount pro rata (but in accordance with outstanding principal amounts) with the amount permitted or that would be permitted to be paid on the Senior Subordinated Notes. Except as permitted by the Xxxxxxx Intercreditor Agreement, the Holder further agrees not to demand, receive or accept any such payment until all Senior Debt has been paid in advance of originally scheduled due dates). (b) That anything full in any other contract, agreement cash or instrument to cash equivalents. In the contrary notwithstanding, (a) all right, title and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payablethat, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforceforegoing provisions, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor Holder on account of principal of or interest on or other amounts payable with respect to this Note in violation contravention of this Agreementthe foregoing provisions, such payment, amount or distribution payment shall be held in trust for the benefit ofof the holders of the Senior Debt and shall, and shall to the extent that at such time all Senior Debt has not been paid in full in cash or cash equivalents, be paid over upon demand toto the holders of the Senior Debt, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness Senior Debt until the Credit Obligor Financing Documents all such Senior Debt shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution paid in full. For purposes of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for this Note the provisions of this Agreement Article 10 of the Subordinated Notes Indenture shall be paid deemed to apply whether or delivered by the person making not such payment or distributionindenture remains in effect and following any and termination thereof, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, references therein to the extent necessary Subordinated Notes shall be deemed to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made be references to this Note; references to the Guarantor. (f) No right of Credit Obligor Paying Agent or Senior Subordinated Note Trustee shall be deemed to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect references to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification holder of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect this Note; and references to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor Issuers shall be deemed to be references to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunderMakers. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant and agree: (a) That payment Notwithstanding any provision to the contrary set forth herein, the parties agree that all monetary obligations of Holdco pursuant to this Agreement (the "Subordinated Obligations") including, without limitation, all obligations of Holdco with respect to the Required Obligations as set forth in Sections 2.1 through 2.3 hereof, its obligations in respect of the Guarantor Indebtedness when due Zero Coupon Notes pursuant to Section 6.1.4 hereof, and payable its indemnification obligations set forth in each month Section 7.1 hereof, shall be and hereby is fully subordinated in priority to the prior payment in full in cash of all obligations with respect to Credit Obligor the Holdco Notes (including interest accruing on such Holdco Notes after the commencement of a bankruptcy case or proceeding at the contract rate whether or not a claim for such interest is an allowed claim in such case or proceeding), and agree that no payment of, on, or on account of, the Subordinated Obligations shall be made by Holdco, if (i) a default has occurred and is continuing with respect to any payment obligation on or with respect to the Holdco Notes; or (ii) a default, other than a payment default, on the Holdco Notes occurs and is continuing that then permits, or with the passage of time or the giving of notice would permit, holders of the Credit Obligor Indebtedness when due Holdco Notes to accelerate their maturity and payable the TW Parties receive a notice of default (a "Payment Blockage Notice") from a Person authorized to give it under the Holdco Notes or the Holdco Notes Indenture. No new Payment Blockage Period (defined below) may be commenced unless and until 365 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice, and in each month, provided, however, that so long as no event may the total number of days during which any Payment Blockage Period is in effect exceed 179 days in the aggregate during any 365 day consecutive period. No nonpayment default exists under that existed or was continuing on the Credit Obligor Financing Documents date of delivery of any Payment Blockage Notice shall be, or be made, the Guarantor may receive payment basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 180 days. Without limiting the foregoing, a Payment Blockage Notice shall remain in effect until the earlier of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) such Payment Blockage Notice shall be rescinded by written notice to the TW Parties from the holders of a majority of the Guarantor Indebtedness when due and payable outstanding principal amount of the Holdco Notes or their trustee or authorized representative who delivered such notice (but not in advance of originally scheduled due dates"Payment Blockage Period"). (b) That anything in In the event that either (i) a default shall have occurred and be continuing with respect to any other contract, agreement payment obligation on or instrument with respect to the contrary notwithstandingHoldco Notes or (ii) a Payment Blockage Period is in effect, then, notwithstanding the foregoing provisions, any payment received by the TW Parties in respect of the Subordinated Obligations in contravention of the provisions of the foregoing clause (a) all rightshall, title and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the rightuntil such default has been cured or waived or such Payment Blockage Period has expired, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencingapplicable, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit ofof and shall, and shall to the extent that at such time all Holdco Notes have not been paid or provided for in full, be paid over upon demand toto the trustee, Credit Obligor or its representative equivalent thereof, in respect of the Holdco Notes, for application to the payment of the Credit Obligor Indebtedness Holdco Notes until the Credit Obligor Financing Documents such default has been cured or waived, such Payment Blockage Period shall have expired or until all such Holdco Notes shall have been defeased and terminated as provided thereinpaid in full, whichever shall occur first. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. Lessor currently has a first security interest in all accounts receivable of Lessees to secure all obligations of Lessees to Lessor. Lessor agrees from time to time to enter into an intercreditor agreement (the "Intercreditor Agreement") with the Secured Debt Lender in form reasonably acceptable to Lessor. The Guarantor does hereby covenant Intercreditor Agreement shall provide, among other things, that Lessor's security interest in Lessees' accounts receivable is subordinate to the security interest to be granted to the Secured Debt Lender to secure repayment of Secured Debt in an amount not to exceed the sum of (i) the maximum secured senior debt (the "Maximum Secured Senior Debt") calculated as set forth in the next sentence, and agree(ii) all accrued interest thereon and costs of collection. The Maximum Secured Senior Debt shall be the greater of the amounts determined in accordance with subparagraphs (a) and (b) below: (a) That payment The Maximum Permitted Secured Debt as determined from time to time in accordance with the procedures set forth in Section 6 of the Guarantor Indebtedness when due and payable in each month shall be and hereby is fully subordinated in priority to the prior payment to Credit Obligor of the Credit Obligor Indebtedness when due and payable in each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates).this Third Amendment; and (b) That anything in any other contractUpon receipt of notice that the Maximum Permitted Secured Debt has been reduced, agreement the amount of Secured Debt outstanding on the close of business on the date such notice is received. Lessor agrees from time to time at the written request of either the Lessees or instrument the Secured Debt Lender to provide the contrary notwithstanding, (a) all right, title and interest Secured Debt Lender with written notice of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the rightMaximum Permitted Secured Debt, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same Secured Debt Lender shall also become immediately due and payable, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, rely on any such notice. The Intercreditor Agreement shall provide that upon default by Lessees in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed their obligations to the Guarantor. IfSecured Debt Lender Lessee shall have the option, before but not the conditions for defeasance and termination obligation, to purchase the position of the Credit Obligor Financing Documents shall have been satisfied in full, Secured Debt Lender on terms reasonably satisfactory to Lessor and the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the Secured Debt Lender. The provisions of this Agreement shall Section 7 are intended to assist Lessees in obtaining Secured Debt. Nothing contained in this Section 7 is intended to be paid or delivered by a waiver of the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly obligations of the Lessees to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor comply with the terms of any documents or instruments executed financial covenants contained in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification Article 8 of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunderMaster Lease. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant DATED:__________________ , 1996 NBD BANK ("Lender") and agreethe undersigned creditor ("Junior Creditor") of Successories, Inc., Celebrating Excellence, Inc. and Successories of Illinois, Inc. (collectively "Borrower") agree to the following: 1. Borrower is now indebted to Junior Creditor and may be indebted to Junior Creditor for other and further loans and advances in the future (a) That payment all of which are referred to as the Guarantor Indebtedness when due and payable in each month shall be and hereby is fully subordinated in priority to the prior payment to Credit Obligor of the Credit Obligor Indebtedness when due and payable in each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates"Indebtedness"). (b) That anything 2. Junior Creditor represents that the Indebtedness has not been previously assigned to or subordinated in favor of any other contractperson or entity. 3. Junior Creditor is entering to this Agreement: a. to induce Lendxx xx grant credit pursuant to that certain Amenxxx xxx Restated Credit Agreement as of July 31, agreement or instrument 1995 as amended by that certain First Amendment to Credit Agreement, dated September 25, 1995, entered into by the Borrower and the Bank (as so amended, the "Credit Agreement"); b. to induce Lender to continue its present lending arrangement with Borrower pursuant to the contrary notwithstandingCredit Agreement; c. in consideration of any of Borrower's obligations to Lender, now existing or arising in the future. 4. The Indebtedness is hereby subordinated to any present or future indebtedness, obligations or liabilities of Borrower (aand, in addition, of Borrower as a Debtor-in-Possession under any bankruptcy act or code, state or federal law, common law or equitable doctrine and of any trustee, receiver or other party appointed for Borrower under any such laws, doctrine or proceedings) to Lender, including any indebtedness, obligations or liabilities evidenced by the Credit Agreement or any Note issued pursuant thereto, and including interest accrued or to be accrued (including post-bankruptcy petition interest, whether or not Lender shall be entitled to same), absolute or contingent obligations and obligations acquired by purchase or otherwise as well as all reasonable collection costs and attorneys' fees incurred by Lender in enforcing its rights against Borrower (the "Obligations"). 5. Junior Creditor hereby expressly and unconditionally subordinates to Lender any and all right, title title, liens, security interests and interest mortgages which such Junior Creditor may presently have or which it may hereafter acquire from Borrower in property of the Guarantor Borrower, whether now owned or hereafter created or acquired and wherever located. Junior Creditor agrees that all liens, security interests and mortgages granted in favor of Junior Creditor in property, of the Borrower are and to the Collateral shall be and hereby are fully subordinated junior in right of priority to the rightand subordinate to any and all liens, title security interests and interest of Credit Obligor in and to the Collateral as provided mortgages Lender, its successors or assigns have or may have in the Credit Obligor Financing Documents same property. The priorities provided for in this Agreement shall apply: 15 a. without regard to the respective dates on time or order of attachment, perfection, filing or recording of the mortgages, security interests and other liens to secure the obligations of the Borrower, or the failure to give notice of the acquisition or expected acquisition of any such mortgage, security interest or lien; b. notwithstanding anything to the contrary in the provisions of the United States Bankruptcy Code or the Uniform Commercial Code in any relevant state of the United States or the laws of the State of Illinois or any other relevant state, which relate to the priority of liens, security interests or mortgages; c. with respect to all obligations of the Borrower to Junior Creditor, and of the Borrower to the Lender, whenever made, created or acquired; and d. notwithstanding the lapse of perfection of Lendxx'x xiens or security interests or Lendxx'x xailure to perfect its liens or security interests. Junior Creditor also agrees to execute any other documents or financing statements reasonably required by Lendxx xx effectuate the terms and provisions of this Agreement. 6. Junior Creditor hereby represents and warrants to Lender as follows: a. Attached hereto is a true, correct and accurate original of the note evidencing the Indebtedness, which has not been modified and is in full force and effect. There are no other agreements or understandings relating to the Indebtedness between Borrower and Junior Creditor; b. Junior Creditor has no mortgage, lien, security interest or other charge or encumbrance in or upon any of such interests were created Borrower's property, whether real, personal or mixed, as security for the Indebtedness; and c. This Agreement has been duly executed and (b) that delivered by Junior Creditor, and is the claim valid and binding obligation of Credit Obligor upon all the Collateral shall Junior Creditor, enforceable against him in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and hereby is prior and superior for all purposes to that by general principles of the Guarantor thereinequity. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred 7. Unless Borrower defaults under the Credit Obligor Indebtedness and Agreement or any Note issued pursuant thereto given to Lender by Borrower or unless an event occurs which, with the Credit Obligor Financing Documents and the same shall also passage of time or with notice, would become immediately due and payable, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under the Credit Agreement or any agreement or document evidencingsuch Note, providing and Lender gives notice of the same to Junior Creditor, Junior Creditor may receive interest payments from Borrower on account of the Indebtedness. However, upon receipt of such notice of default, Junior Creditor agrees not to ask for, demand, sue for, take or securing receive payment, whether by setoff or otherwise, on account of the Guarantor Indebtedness or take or receive security for any part of the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled until all Obligations to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior Lender have been fully paid to any of such proceeds or revenues being distributed to the GuarantorLender. If, before the conditions for defeasance and termination Any payments received by Junior Creditor on account of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, Indebtedness after receiving such payment, amount or distribution shall notice from Lender will be held by Junior Creditor in trust for Lendxx xxx will be immediately turned over to Lender to be credited against the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided thereinObligations. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; and (b) any payment or distribution of any of the assets of the Borrower of any kind or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification of the terms of the Credit Obligor Financing Documents or the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunder. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant Subordination Agreement, provides, among other things, that certain payments from Borrower to Lender otherwise due and agree: (a) That payment payable hereunder may not be paid, and in the event of any conflict between the terms of this Agreement and the terms of the Guarantor Indebtedness when Subordination Agreement, the terms of the Subordination Agreement shall govern. As between Borrower and Lender, nothing contained in the Subordination Agreement shall impair the unconditional and absolute obligation of Borrower to Lender to pay all of the Obligations as such Obligations shall become due and payable in each month shall be and hereby accordance with the Loan Documents; provided that if any cash payment of interest hereunder is fully subordinated in priority to prohibited by the prior payment to Credit Obligor terms of the Credit Obligor Indebtedness when due and payable Subordination Agreement, Borrower shall not be required to make such payment in each month, provided, however, that so long as no event of default exists under the Credit Obligor Financing Documents the Guarantor may receive payment of the Guarantor Indebtedness when due and payable (but not in advance of originally scheduled due dates). (b) That anything in any other contract, agreement or instrument to the contrary notwithstanding, (a) all right, title and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred under the Credit Obligor Indebtedness cash and the Credit Obligor Financing Documents and the same shall also become immediately due and payable, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall not, without the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution of any assets of the Borrower of any kind or character (whether in cash, property or securities), shall be received by the Guarantor in violation of this Agreement, such payment, amount or distribution shall be held in trust for the benefit of, and shall be paid over upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased and terminated as provided therein. (e) Upon any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assets; payment (the “PIK Amount”) shall instead be capitalized and (b) any payment or distribution of any added to the principal amount of the assets of the Borrower of Term Loan (and any kind or character (whether such PIK Amount shall bear interest in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor accordance with the terms of any documents or instruments executed in connection with this Agreement) and the Credit Obligor Financing Documents (regardless capitalization of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking such PIK Amount shall satisfy Borrower’s obligation hereunder with respect to such payment. If any such PIK Amount shall be so capitalized and added to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification principal amount of the Term Loan as a result of a cash payment of interest having been prohibited by the terms of the Credit Obligor Financing Documents or the granting or effecting Subordination Agreement, Borrower shall promptly notify Lender of such event; provided that any release or settlement with respect failure of Borrower to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and so notify Lender shall not affect the continuing obligation operation of this Section 2.5 or the capitalization of such PIK Amount. As soon as Borrower is no longer prohibited under the terms of the Guarantor hereunderSubordination Agreement from making any payments due hereunder in cash, Borrower shall so notify Lender and subsequent cash payments shall resume when due. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.

Subordination Agreement. The Guarantor does hereby covenant Owner may obtain one or more loans to acquire, own and/or construct improvements on the Properties (each, a “Loan”) and agree: (asuch Loan(s) That payment may be secured by a deed of trust or mortgage against the Properties. Builder agrees to reasonably cooperate with Owner in such endeavor at no out of pocket cost or expense to Builder other than in connection with the negotiation of either of the Guarantor Indebtedness when due and payable documents contemplated in each month this Section 23.17; provided, however that Owner shall be solely responsible for obtaining such financing, and hereby it is fully subordinated expressly acknowledged that obtaining such financing is not a condition precedent to Owner’s obligations under this Agreement. In connection therewith, if the lender providing any such Loan requires the Option for any Property to be subordinate to its Loan, Builder agrees to execute upon Owner’s request an Assignment and Subordination of Option Agreement with related Consent to Assignment, Non-Disturbance and Recognition Agreement (collectively “Subordination, Non-Disturbance and Recognition Agreement”) in priority favor of Owner’s senior lender in a form reasonably acceptable to Builder. If such lender does not require the prior payment Option to Credit Obligor be subordinate to its Loan, Builder agrees to execute upon Owner’s request an Assignment of Option Agreement and Construction Contract in favor of Owner’s senior lender in a form reasonably acceptable to Builder (the Credit Obligor Indebtedness when due and payable in each month, “Lender’s Assignment”); provided, however, that so long as no event a condition to Builder’s execution of default exists such Subordination, Non-Disturbance and Recognition Agreement or the Lender’s Assignment, the documents shall include provisions: (i) that require the lender of the Loan and its successors in interest (“Lender”) following the exercise of any remedies it is afforded under the Credit Obligor Financing Documents documents for such Loan to recognize Builder’s rights to acquire the Guarantor may receive Property in accordance with all of the terms and conditions set forth in this Agreement; (ii) that Xxxxxx agrees to honor (and upon the direct or indirect acquisition of the Property perform Owner’s obligations under) this Agreement, the Construction Agreement and the other and the Builder’s Agreements and Builder’s rights under this Agreement and Contractor’s rights under the Construction Agreement; (iii) Lender irrevocably agrees to release from the lien(s) securing its Loan the Homesites purchased by Builder upon its exercise of its Option and payment of the Guarantor Indebtedness when due applicable Takedown Price (reduced by any amounts to be credited in accordance with this Agreement, the Construction Agreement or the other Builder’s Agreements); (iv) Lender irrevocably agrees to recognize and payable (but not in advance of originally scheduled due dates). (b) That anything in any other contract, agreement or instrument to the contrary notwithstanding, (a) all right, title disturb Builder’s rights under this Agreement and interest of the Guarantor in and to the Collateral shall be and hereby are fully subordinated in priority to the right, title and interest of Credit Obligor in and to the Collateral as provided in the Credit Obligor Financing Documents without regard to the respective dates on which any of such interests were created and (b) that the claim of Credit Obligor upon all the Collateral shall be and hereby is prior and superior for all purposes to that of the Guarantor therein. (c) Upon the occurrence of a default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or if the Guarantor Indebtedness shall become or be declared immediately due and payable, then an event of default shall be deemed to have simultaneously occurred Contractor’s rights under the Credit Obligor Indebtedness and the Credit Obligor Financing Documents and the same shall also become immediately due and payableConstruction Agreement, notwithstanding any inconsistent terms in any document or instrument relating to any of the foregoing. The Guarantor shall notincluding, without limitation, Builder’s right to acquire Homesites consistent with the prior written consent of Credit Obligor, accelerate the maturity of, or institute any proceedings to enforce, any of the Guarantor Indebtedness. (d) Upon the occurrence terms and continuation of an event of default under any agreement or document evidencing, providing for, or securing the Guarantor Indebtedness or the Credit Obligor Financing Indebtedness, Credit Obligor shall first be entitled to receive all proceeds and revenues from the Collateral when and as the same become available, in payment in full of all Credit Obligor Indebtedness prior to any of such proceeds or revenues being distributed to the Guarantor. If, before the conditions for defeasance and termination of the Credit Obligor Financing Documents shall have been satisfied in full, the Guarantor should receive any payment or amount in violation of this Agreement, or in the event that any payment or distribution ; (v) Lender shall give Builder written notice of any assets of default by Owner under the Borrower of any kind or character (whether in cash, property or securities), shall be received by Loan at the Guarantor in violation of this Agreement, same time such payment, amount or distribution shall be held in trust for the benefit of, notice is given to Owner and shall be paid over grant to Builder the right to purchase the Loan upon demand to, Credit Obligor or its representative for application to the payment of the Credit Obligor Indebtedness until the Credit Obligor Financing Documents shall have been defeased all amounts due and terminated as provided therein. (e) Upon owing by Owner under such Loan in connection with any payment or distribution of any of the assets of the Borrower of any kind or character upon any dissolution, winding up, total or partial liquidation, or reorganization of the Borrower, whether in voluntary or involuntary bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or otherwise, or upon the acceleration or maturity of the Credit Obligor Indebtedness and/or the Guarantor Indebtedness: (a) Credit Obligor shall first be entitled to receive all such assets in payment in full of the Credit Obligor Indebtedness before the Guarantor is entitled to receive any amount of such assetsdefault; and (bvi) if requested by Builder and for no consideration due to Lender, Lender shall (A) execute any payment Property-related documents that are to be signed by Owner (e.g., Final Plat(s)), (B) release from the liens securing the Loan any Common Areas or distribution of any of the assets of the Borrower of any kind streets created or character (whether in cash, property or securities) to which the Guarantor would be entitled except for the provisions of this Agreement shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, receiver, liquidating trustee, other custodian, agent or other person, directly to Credit Obligor or its representative, to the extent necessary to pay in full all indebtedness owed thereto, before any payment or distribution of such assets is made to the Guarantor. (f) No right of Credit Obligor to enforce the subordination provided herein shall at any time or in any way be prejudiced or impaired by (a) any act or failure to act on the part of Credit Obligor, or (b) any noncompliance by Credit Obligor with the terms of any documents or instruments executed dedicated in connection with the Credit Obligor Financing Documents (regardless of any knowledge thereof that Credit Obligor may have or be charged with), or (c) any action Credit Obligor may take or refrain from taking with respect to the Credit Obligor Indebtedness or any security therefor, including without limitation any modification development of the terms Property, and (C) subordinate the lien(s) securing the Loan to any easement or Declaration granted or created in connection with the development of the Credit Obligor Financing Documents Property. If Lender and Builder do not enter into such an agreement, then the Option and the Memo of Option shall be senior to any lien or mortgage entered into or recorded on or after the granting or effecting of any release or settlement with respect to the Credit Obligor Indebtedness or any security therefor. Any waiver by Credit Obligor of any breach hereof by the Guarantor or any indulgence by Credit Obligor to the Guarantor shall apply only to the separate occasion thereof and shall not affect the continuing obligation of the Guarantor hereunderEffective Date. (g) The Guarantor hereby agrees to execute and deliver to Credit Obligor at its request such other, further or additional agreements, requests, demands, notices, powers of attorney or other writings as, in the sole discretion or opinion of Credit Obligor, may be necessary or convenient in order to carry out the intent and purpose hereof, or to effectuate this Agreement.