Common use of Subordination Legend; Further Assurances Clause in Contracts

Subordination Legend; Further Assurances. Subordinated Creditor and Borrower will cause the Subordinated Notes to include the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF SEPTEMBER 30, 2003, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. Subordinated Creditor and Borrower each will further ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement. Subordinated Creditor and Borrower each will at its expense and at any time and from time to time promptly execute and deliver all further instruments and documents and take all further action that the Required Lenders or Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Creditors to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditor Creditors ---------------------------------------- and the Borrower will cause the each instrument evidencing Subordinated Notes Debt to include be endorsed with the following legend: "THE INDEBTEDNESS EVIDENCED BY THIS NOTE INSTRUMENT IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER 30APRIL 17, 20032001 BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF BANKERS TRUST COMPANY, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED ADMINISTRATIVE AGENT FOR THE LENDERS UNDER THE CREDIT AGREEMENT REFERRED TO IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. ." The Subordinated Creditor Creditors and the Borrower each will further ▇▇▇▇ its their respective books of account in such a manner as shall be effective to give proper notice of the effect of this AgreementAgreement and will, in the case of any Subordinated Debt which is not evidenced by any instrument, upon the Administrative Agent's written request, cause such Subordinated Debt to be evidenced by an appropriate instrument or instruments endorsed with the above legend. The Subordinated Creditor Creditors will upon the Administrative Agent's request deliver to the Administrative Agent true and correct copies of all instruments, if any, evidencing Subordinated Debt. The Subordinated Creditors and the Borrower each will will, at its their expense and at any time and from time to time time, promptly execute and deliver all further instruments and documents documents, and take all further action action, that, may be necessary or desirable, or that the Required Lenders or Administrative Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Creditors Administrative Agent to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditor Creditors and Borrower the Credit Parties will cause each note and instrument (if any) evidencing the Intercompany Subordinated Notes Debt to include be endorsed with the following legend: "PAYMENT OF THE INDEBTEDNESS EVIDENCED BY PRINCIPAL OF, AND INTEREST ON, THIS NOTE IS EXPRESSLY SUBORDINATED AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INTERCO SUBORDINATION AGREEMENT HEREINAFTER REFERRED TOTO BELOW) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE INTERCO SUBORDINATION AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER 30DECEMBER 23, 20032002, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF AMONG THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT)PAYEE, THE PROVISIONS PAYOR, EACH OTHER OBLIGOR PARTY THERETO AND LASALLE BUSINESS CREDIT, INC., AS FIRST LIEN COLLATERAL AGENT AND STATE STREET BANK AND TRUST COMPANY OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. CALIFORNIA, N.A., AS SECOND LIEN COLLATERAL TRUSTEE." Each of the Subordinated Creditor Creditors and Borrower each will further the Credit Parties hereby agrees to ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement. Each of the Subordinated Creditor Creditors and Borrower each the Credit Parties will at its expense and at any time and from time to time promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Required Lenders First Lien Collateral Agent (prior to the date on which a notice of termination is received by Company from the First Lien Collateral Agent pursuant to Section 23 herein) or the Second Lien Collateral Trustee (after the date on which a notice of termination is received by Company from the First Lien Collateral Agent pursuant to Section 23 herein) may reasonably request in order to protect any right or interest granted or purported to be granted hereby hereunder or to enable the Senior Creditors such Collateral Agent to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. Subordinated Creditor and Borrower will cause Each of the Subordinated Notes Creditors and the Intercompany Debtors will (or in the case of any notes or instruments evidencing any Intercompany Subordinated Debt that exists as of the Closing Date will use commercially reasonable efforts to) cause each note and instrument evidencing any Intercompany Subordinated Debt that is Material Indebtedness to include be endorsed with the following legend: “THE INDEBTEDNESS EVIDENCED BY THIS NOTE INSTRUMENT IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENT HEREINAFTER REFERRED TOAGREEMENT, DATED AS OF DECEMBER 10, 2018) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE SUBORDINATION AGREEMENT, DATED AS OF SEPTEMBER 30, 2003, BY MAKER HEREOF AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, AND THE SENIOR CREDITORS (SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS DEFINED IN SUCH SUBORDINATION AGREEMENT), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. THEIR AGENT.” Each of the Intercompany Debtors and the Subordinated Creditor and Borrower each will further Creditors hereby agrees to ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this Intercompany Subordination Agreement. Each of the Subordinated Creditor Creditors and Borrower each the Intercompany Debtors will at its expense and at any time and from time to time promptly execute and deliver all further instruments and documents and take all further action that the Agent or the Required Lenders or Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereby hereunder or to enable the Senior Creditors Secured Parties or the Agent to exercise and enforce its their respective rights and remedies hereunder.

Subordination Legend; Further Assurances. (a) The Borrower and each Subordinated Creditor and Borrower Lender will cause each Subordinated Loan Note and any other instrument evidencing the Subordinated Notes Debt to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS “The indebtedness evidenced by this instrument is subordinated to the prior payment in full of the Senior Obligations (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TOas defined in the Subordination Agreement hereinafter referred to) PURSUANT TOpursuant to, AND TO THE EXTENT PROVIDED INand to the extent provided in, THE SUBORDINATION AGREEMENTthe Subordination Agreement dated as of August 18, DATED AS OF SEPTEMBER 302008 by and among the maker hereof, 2003, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. the payee named herein and Overseas Private Investment Corporation.” The Borrower and each Subordinated Creditor and Borrower each Lender will further ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement. . (b) The Borrower and each Subordinated Creditor and Borrower each will Lender will, at its expense and at any time and from time to time time, promptly execute and deliver all further instruments and documents (including without limitation powers of attorney, assignments and proofs of claim), and promptly take all further action (including, without limitation, filing proofs of claim and taking other actions to collect the Subordinated Debt) that the Required Lenders may be necessary or Agent desirable, or that OPIC may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Creditors OPIC to exercise and enforce its rights and remedies hereunder. Each Subordinated Lender hereby irrevocably makes, constitutes and appoints OPIC (and any officer of OPIC or any person designated by OPIC for that purpose) as its true and lawful proxy and attorney-in-fact (and agent-in-fact), with full authority in the place and stead of the Subordinated Lender, and in the name of the Subordinated Lender or otherwise, with full power of substitution, to take any action and to execute any instrument that OPIC may deem necessary or advisable to accomplish the foregoing. Each Subordinated Lender hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Each Subordinated Lender hereby ratifies and confirms all that said attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement.

Subordination Legend; Further Assurances. The Subordinated Creditor Creditors and Borrower the Subordinated Debtors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Notes Debt to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS “The indebtedness evidenced by this instrument is subordinated to the prior indefeasible payment in full in cash of the Senior Indebtedness (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TOas defined in the Interco Subordination Agreement, dated as of June [ ], 2007) PURSUANT TOpursuant to, AND TO THE EXTENT PROVIDED INand to the extent provided in, THE SUBORDINATION AGREEMENT, DATED AS OF SEPTEMBER 30, 2003, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. the Interco Subordination Agreement by the maker hereof and payee named herein in favor of the Secured Parties and any person now or hereafter designated as their agent.” Each of the Subordinated Creditor Debtors and Borrower each will further the Subordinated Creditors hereby agree to ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this AgreementSubordination Agreement and will, in the case of any Intercompany Subordinated Debt not evidenced by any note or instrument, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.1 or 8.1.9 of the Credit Agreement or an Event of Default, upon the Administrative Agent’s request, cause such Intercompany Subordinated Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of the Subordinated Creditor Creditors and Borrower each the Subordinated Debtors will at its expense and at any time and from time to time promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Required Lenders or Administrative Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereby hereunder or to enable the Senior Creditors Administrative Agent to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. Subordinated Creditor and (a) RGC, the Borrower and/or UTTC will cause each instrument evidencing the Subordinated Notes RGC Obligations to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS "The rights of RGC International Investors, LDC hereunder are subject to certain interests of OptiMark Innovations Inc. pursuant to a certain Intercreditor, Subordination and Standstill Agreement dated May 3, 2002, by and among RGC International Investors, LDC, OptiMark Innovations Inc., The Ashton Technology Group, Inc. and Universal Trading Technologies Corporation." (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TOb) PURSUANT TOOII, AND TO THE EXTENT PROVIDED INthe Borrower and/or UTTC will cause each instrument evidencing the OII Obligations to be endorsed with the following legend: "The rights of OptiMark Innovations Inc. hereunder are subject to certain interests of RGC International Investors, THE SUBORDINATION AGREEMENTLDC pursuant to a certain Intercreditor, DATED AS OF SEPTEMBER 30Subordination and Standstill Agreement dated May 3, 20032002, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR by and among RGC International Investors, LDC, OptiMark Innovations Inc., The Ashton Technology Group, Inc. and Universal Trading Technologies Corporation." (AS DEFINED IN SUCH SUBORDINATION AGREEMENTc) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT)RGC, THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. Subordinated Creditor OII, the Borrower and Borrower UTTC each will further ▇▇▇▇ mark its books of account in such a manner as shall be effective to give ▇▇▇▇ proper notice of the effect of this AgreementAgreement and will, in the case of any Obligation which is not evidenced by any instrument, upon OII's or RGC's request cause such Obligation to be evidenced by an appropriate instrument or instruments endorsed with the above legend. Subordinated Creditor RGC, OII, the Borrower and Borrower UTTC each will will, at its expense and at any time and from time to time time, promptly execute and deliver all further instruments and documents documents, and take all further action action, that the Required Lenders may be necessary or Agent desirable, or that OII or RGC, respectively, may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Creditors OII or RGC, respectively, to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditor and Borrower the Debtor will cause each note and instrument (if any) evidencing the Intercompany Subordinated Notes Debt to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS “The indebtedness evidenced by this instrument is subordinated to the prior payment in cash in full of the Senior Indebtedness (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF SEPTEMBER 30, 2003, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR as defined in the Subordination Provisions to be Contained in the Subordinated Intercompany Debt (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENTthe “Intercompany Subordination Terms”), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOFattached as Schedule II to the Credit Agreement, dated as of June 15, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Borrower”). the various financial institutions as are, or may from time to time become, parties thereto (each, individually, a “Lender”, and collectively, the “Lenders”), The Bank of Nova Scotia, as syndication agent, Deutsche Bank Securities Inc. and The Bank of Nova Scotia as joint lead arrangers and joint bookrunners and the Administrative Agent, pursuant to, and to the extent provided in, the Intercompany Subordination Terms by the maker hereof and payee named herein in favor of the Secured Parties referred to therein and any person now or hereafter designated as their agent.” Each of the Subordinated Creditor and Borrower each will further the Debtor hereby agrees to ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreementthese provisions and will, in the case of any Intercompany Subordinated Debt which is not evidenced by any note or instrument, following the occurrence and subject to the continuation of an Event of Default, upon the Administrative Agent’s request, cause such Intercompany Subordinated Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of the Subordinated Creditor and Borrower each the Debtor will at its expense and at any time and from time to time promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Required Lenders Secured Parties or the Administrative Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereby hereunder or to enable the Senior Creditors Secured Parties or the Administrative Agent to exercise and enforce its their rights and remedies hereunder.

Subordination Legend; Further Assurances. Each Subordinated Creditor and Borrower each Subordinated Debtor will cause the any promissory note evidencing Subordinated Notes Debt to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Debt, as defined in, and to the extent provided in, the Intercompany Subordination Agreement dated as of November 9, 2001 by (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF SEPTEMBER 30, 2003, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENTamong others), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. the maker hereof and payee named herein in favor of Fleet National Bank, as Agent for the Lenders (as such terms are defined in, or by reference in, such Intercompany Subordination Agreement), as amended from time to time." Each Subordinated Creditor and Borrower each Subordinated Debtor each will further ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this AgreementSubordination Agreement and will, in the case of any Subordinated Debt which is not evidenced by any instrument, upon the Agent's request, cause such Subordinated Debt to be evidenced by an appropriate instrument or instruments endorsed with the above legend. Each Subordinated Creditor and Borrower each will Subordinated Debtor will, at its expense and at any time and from time to time time, promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary or desirable, or that the Required Lenders or Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Creditors Agent to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. Each Subordinated Creditor and Borrower each Subordinated Debtor will cause the each instrument evidencing Subordinated Notes Debt to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Total Debt, as defined in, and to the extent provided in, the Management Fee Subordination Agreement, dated as of September __, 2001, by (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF SEPTEMBER 30, 2003, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENTamong others), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. the maker hereof and payee named herein in favor of Bank of Montreal, as Administrative Agent for the Secured Parties (as such terms are defined in, or by reference in, the Management Fee Subordination Agreement)." Each Subordinated Creditor and Borrower each Subordinated Debtor each will further ▇▇▇▇ mark its books of account in such a manner as shall be effective to give t▇ ▇▇ve proper notice of the effect of this AgreementSubordination Agreement and will, in the case of any Subordinated Debt which is not evidenced by any instrument, upon the Administrative Agent's request, cause such Subordinated Debt to be evidenced by an appropriate instrument or instruments endorsed with the above legend. Each Subordinated Creditor and Borrower each will Subordinated Debtor will, at its expense and at any time and from time to time time, promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary or desirable, or that the Required Lenders or Administrative Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Creditors Administrative Agent to exercise and enforce its rights and remedies hereunder. No Change in or Disposition of Subordinated Debt. No Subordinated Creditor will: sell, assign, pledge, encumber or otherwise dispose of any or any part of any Subordinated Debt to any Person or entity other than the Subordinated Debtors or any of their respective Affiliates that has executed and delivered to the Administrative Agent this Subordination Agreement; take or permit to be taken, any action to assert, collect or enforce any Subordinated Debt or any part thereof, except in accordance with this Subordination Agreement and only as to that portion of the Subordinated Debt, if any, to which the Subordinated Creditors are entitled; or permit the terms of any of the Subordinated Debt to be changed in such a manner as to have an adverse effect upon the rights or interests of any holder of Total Debt.

Subordination Legend; Further Assurances. Each Subordinated Creditor and Borrower each Subordinated Debtor will cause the each instrument evidencing Subordinated Notes Debt to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Total Debt, as defined in, and to the extent provided in, the Affiliate Subordination Agreement, dated as of September 28, 2001, by (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF SEPTEMBER 30, 2003, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENTamong others), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. the maker hereof and payee named herein in favor of Bank of Montreal, as Administrative Agent for the Secured Parties (as such terms are defined in, or by reference in, the Affiliate Subordination Agreement)." Each Subordinated Creditor and Borrower each Subordinated Debtor each will further ▇▇▇▇ mark its books of account in such a manner as shall be effective to give t▇ ▇▇ve proper notice of the effect of this AgreementSubordination Agreement and will, in the case of any Subordinated Debt which is not evidenced by any instrument, upon the Administrative Agent's request, cause such Subordinated Debt to be evidenced by an appropriate instrument or instruments endorsed with the above legend. Each Subordinated Creditor and Borrower each will Subordinated Debtor will, at its expense and at any time and from time to time time, promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary or desirable, or that the Required Lenders or Administrative Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Creditors Administrative Agent to exercise and enforce its rights and remedies hereunder. No Change in or Disposition of Subordinated Debt. No Subordinated Creditor will: sell, assign, pledge, encumber or otherwise dispose of any or any part of any Subordinated Debt to any Person or entity other than the Subordinated Debtors or any of their respective Affiliates that has executed and delivered to the Administrative Agent this Subordination Agreement; take or permit to be taken, any action to assert, collect or enforce any Subordinated Debt or any part thereof, except in accordance with this Subordination Agreement and only as to that portion of the Subordinated Debt, if any, to which the Subordinated Creditors are entitled; or permit the terms of any of the Subordinated Debt to be changed in such a manner as to have an adverse effect upon the rights or interests of any holder of Total Debt.

Subordination Legend; Further Assurances. Subordinated Creditor and (a) RGC, the Borrower and/or UTTC will cause each instrument evidencing the Subordinated Notes RGC Obligations to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS "The rights of RGC International Investors, LDC hereunder are subject to certain interests of OptiMark Innovations Inc. pursuant to a certain Intercreditor, Subordination and Standstill Agreement dated May 3, 2002, by and among RGC International Investors, LDC, OptiMark Innovations Inc., The Ashton Technology Group, Inc. and Universal Trading Technologies Corporation." (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TOb) PURSUANT TOOII, AND TO THE EXTENT PROVIDED INthe Borrower and/or UTTC will cause each instrument evidencing the OII Obligations to be endorsed with the following legend: "The rights of OptiMark Innovations Inc. hereunder are subject to certain interests of RGC International Investors, THE SUBORDINATION AGREEMENTLDC pursuant to a certain Intercreditor, DATED AS OF SEPTEMBER 30Subordination and Standstill Agreement dated May 3, 20032002, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR by and among RGC International Investors, LDC, OptiMark Innovations Inc., The Ashton Technology Group, Inc. and Universal Trading Technologies Corporation." (AS DEFINED IN SUCH SUBORDINATION AGREEMENTc) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT)RGC, THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. Subordinated Creditor OII, the Borrower and Borrower UTTC each will further ▇▇▇▇ mark its books of account in such a manner as shall be effective to give proper gi▇▇ ▇roper notice of the effect of this AgreementAgreement and will, in the case of any Obligation which is not evidenced by any instrument, upon OII's or RGC's request cause such Obligation to be evidenced by an appropriate instrument or instruments endorsed with the above legend. Subordinated Creditor RGC, OII, the Borrower and Borrower UTTC each will will, at its expense and at any time and from time to time time, promptly execute and deliver all further instruments and documents documents, and take all further action action, that the Required Lenders may be necessary or Agent desirable, or that OII or RGC, respectively, may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Creditors OII or RGC, respectively, to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditor Creditors and the Borrower will cause each note and instrument (if any) evidencing the Intercompany Subordinated Notes Debt to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS “The indebtedness evidenced by this instrument is subordinated to the prior indefeasible payment in cash in full of the Senior Indebtedness (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TOas defined in the Subordination Agreement, dated as of [_______]) PURSUANT TOpursuant to, AND TO THE EXTENT PROVIDED INand to the extent provided in, THE SUBORDINATION AGREEMENT, DATED AS OF SEPTEMBER 30, 2003, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. the Subordination Agreement by the maker hereof and payee named herein in favor of the Secured Parties and any person now or hereafter designated as their agent.” Each of the Subordinated Creditor Creditors and the Borrower each will further hereby agrees to ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this AgreementSubordination Agreement and will, in the case of any Intercompany Subordinated Debt not evidenced by any note or instrument, following the occurrence and continuation of an Event of Default, upon the Administrative Agent’s request, cause such Intercompany Subordinated Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of the Subordinated Creditor Creditors and the Borrower each will at its expense and at any time and from time to time promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Required Lenders Secured Parties or the Administrative Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereby hereunder or to enable the Senior Creditors Secured Parties or the Administrative Agent to exercise and enforce its their rights and remedies hereunder.

Subordination Legend; Further Assurances. (a) The Subordinated Creditor and Borrower Transaction Party will cause each instrument evidencing any of the Subordinated Notes Obligations to include be endorsed with the following legend: "THE INDEBTEDNESS OBLIGATIONS EVIDENCED BY THIS NOTE IS INSTRUMENT ARE SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL IN CASH AND IN IMMEDIATELY AVAILABLE FUNDS OF ALL OF THE SENIOR INDEBTEDNESS OBLIGATIONS (AS DEFINED IN THE SUBORDINATION INTERCREDITOR AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE INTERCREDITOR AND SUBORDINATION AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER 30JANUARY 14, 2003, 2003 BY AND BETWEEN ON COMMAND CORPORATION AMONG THE PAYEE NAMED HEREIN AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS TRANSACTION PARTY REFERRED TO THEREIN, AS SUCH MAY BE AMENDED FROM TIME TO TIME." (AS DEFINED IN SUCH SUBORDINATION AGREEMENT), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. b) The Subordinated Creditor and Borrower each Transaction Party will further ▇▇▇▇ mark its books of account in such a manner as shall be effective to effectiv▇ ▇o give proper notice of the effect of this AgreementAgreement and will, in the case of any of the Subordinated Obligations which are not evidenced by any instrument, upon the request of the Senior Transaction Party, promptly cause such Subordinated Obligations to be evidenced by an appropriate instrument or instruments endorsed with the legend set forth above. The Subordinated Creditor and Borrower each will at its expense and Transaction Party will, at any time and from time to time time, promptly execute and deliver all further assignments, instruments and documents other documents, and take all further action action, that may be necessary or desirable and that the Required Lenders or Agent Senior Transaction Party may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby under this Agreement or to enable the Senior Creditors Transaction Party to exercise and enforce its rights and remedies hereunderhereunder (including, without limitation, any and all claims with respect to the Transaction Assets or any other collateral, and any liens and security interests securing payment of the Subordinated Obligations owing thereto or held thereby).

Subordination Legend; Further Assurances. The ---------------------------------------- Subordinated Creditor Creditors and the Borrower will cause the each instrument evidencing Subordinated Notes Debt to include be endorsed with the following legend: "THE INDEBTEDNESS DEBT EVIDENCED BY THIS NOTE INSTRUMENT IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL OF THE SENIOR INDEBTEDNESS OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENTAGREEMENT DATED APRIL 24, DATED AS OF SEPTEMBER 30, 2003, 1998 BY THE MAKER HEREOF AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) PAYEE NAMED HEREIN IN FAVOR OF THE SENIOR REPRESENTATIVE AND THE OTHER SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT), THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. REFERRED TO THEREIN." The Subordinated Creditor Creditors and the Borrower each will further ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this AgreementAgreement and will, in the case of any Subordinated Debt which is not evidenced by any instrument, upon the Senior Representative's request, promptly cause such Subordinated Debt to be evidenced by an appropriate instrument or instruments endorsed with the legend set forth above. The Subordinated Creditor Creditors and the Borrower each will will, at its expense and at any time and from time to time time, promptly execute and deliver all further instruments and documents documents, and take all further action action, that may be necessary or desirable, or that the Required Lenders or Agent Senior Representative may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby under this Agreement or to enable the Senior Representative or any of the other Senior Creditors to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditor Creditors and Borrower the Subordinated Debtors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Notes Debt to include be endorsed with the following legend: THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR INDEBTEDNESS “The indebtedness evidenced by this instrument is subordinated to the prior payment in full (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TOas defined in the Amended and Restated Intercompany Subordination Agreement, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF SEPTEMBER dated as of September 30, 20032011) of the Senior Indebtedness pursuant to, BY AND BETWEEN ON COMMAND CORPORATION AND SUBORDINATED CREDITOR (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN FAVOR OF THE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT)and to the extent provided in, THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. the Amended and Restated Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of the Secured Parties and any person now or hereafter designated as their agent.” Each of the Subordinated Creditor Debtors and Borrower each will further the Subordinated Creditors hereby agree to ▇▇▇▇ its books of account in such a manner as shall be effective to give proper notice of the effect of this AgreementSubordination Agreement and will, in the case of any Intercompany Subordinated Debt not evidenced by any note or instrument, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.1 or Section 8.1.9 of the Credit Agreement or any other Event of Default, upon the Administrative Agent’s request and to the extent permitted by applicable law, cause such Intercompany Subordinated Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of the Subordinated Creditor Creditors and Borrower each the Subordinated Debtors will at its expense and at any time and from time to time promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Required Lenders or Administrative Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior Creditors Administrative Agent to exercise and enforce its their rights and remedies hereunder.