Common use of Subordination Legend; Further Assurances Clause in Contracts

Subordination Legend; Further Assurances. The Subordinated Creditors and the Obligors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “The indebtedness evidenced by this instrument is subordinated to the prior payment in full (as defined in the Intercompany Subordination Agreement, dated as of August 28, 2015 (the “Intercompany Subordination Agreement”)) of the Senior Indebtedness as defined in, pursuant to, and, to the extent provided in, the Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LP.” Each of the Obligors and the Subordinated Creditors hereby agrees to xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination 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 set forth in Section 11.01(h)—(j) of the Credit Agreement or any Event of Default, upon Majority Lenders’ 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 Creditors and the Obligors 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 Majority Lenders may reasonably request to protect any right or interest granted or to enable the Collateral Representative to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors Creditor and the Obligors Debtor will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “"The indebtedness evidenced by this instrument is subordinated to the prior payment in full of the Senior Indebtedness (as defined in the Intercompany Subordination Agreement, dated as of August 28, 2015 (the “Intercompany Subordination Agreement”)Agreement hereinafter referred to) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Intercompany Subordination Agreement effective as of September 8, 2000, by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPLender or the holder of Senior Indebtedness referred to in such Subordination Agreement.” Each of the Obligors " Subordinated Creditor and the Subordinated Creditors hereby agrees to Debtor each will further xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination Agreement and will, in the case of any Intercompany Subordinated Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default set forth in Section 11.01(h)—(j) of the Credit Agreement or any Event of Default, upon Majority Lenders’ Lender's reasonable 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 Creditors Creditor and the Obligors will Debtor each 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 actions, that may be necessary or desirable, or that Majority Lenders Lender may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Collateral Representative Lender to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors and the Obligors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “The indebtedness evidenced by this instrument is subordinated to the prior payment in full (as defined in the Intercompany Subordination Agreement, dated as of August 28, 2015 (the “Intercompany Subordination Agreement”)) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPMacquarie US Trading LLC and any person now or hereafter designated as their agent.” Each of the Obligors and the Subordinated Creditors hereby agrees to xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination 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 set forth in Section 11.01(h)—(j) of the Credit Agreement or any Event of Default, upon Majority Lenders’ Secured Party Representative’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 Creditors and the Obligors 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 Majority Lenders the Secured Party Representative may reasonably request to protect any right or interest granted or to enable the Collateral Secured Parties Representative to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors and the Obligors Loan Parties will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “The indebtedness evidenced by this instrument is subordinated to the prior payment in full PAYMENT OF THE PRINCIPAL OF, AND INTEREST ON, THIS NOTE IS EXPRESSLY SUBORDINATED AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS (as defined in the Intercompany Subordination AgreementAS DEFINED IN THE INTERCO SUBORDINATION AGREEMENT REFERRED TO BELOW) PURSUANT TO, dated as of August 28AND TO THE EXTENT PROVIDED IN, 2015 (the “Intercompany Subordination Agreement”)) of the Senior Indebtedness as defined inTHE INTERCO SUBORDINATION AGREEMENT DATED AS OF MAY 20, pursuant to2015, andAMONG THE PAYEE, to the extent provided inTHE PAYOR, the Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities FundEACH OTHER OBLIGOR PARTY THERETO AND BANK OF AMERICA, LPN.A., AS ADMINISTRATIVE AGENT.” Each of the Obligors Subordinated Creditors and the Subordinated Creditors Loan Parties hereby agrees to xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination 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 set forth in Section 11.01(h)—(j) of the Credit Agreement or any Event of Default, upon Majority Lenders’ request, cause such Intercompany Subordinated Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legendAgreement. Each of the Subordinated Creditors and the Obligors Loan 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 Majority Lenders the Administrative Agent may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable the Collateral Representative Administrative Agent to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors and the Obligors Each Subordinate Creditor will cause the Subordinated Notes and each note and other instrument (if any) now or hereafter held by it evidencing the Intercompany Subordinated Debt Debt, to be endorsed with the following legend: “The indebtedness evidenced by this instrument is subordinated to the prior payment in full of certain Senior Debt (as defined in the Intercompany Subordination Agreement, dated as of August 28, 2015 (the “Intercompany Subordination Agreement”)Agreement hereinafter referred to) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Intercompany that certain Subordination Agreement by the maker hereof and payee named herein dated November 30, 2001 in favor of Perceptive Credit Opportunities FundLaSalle Bank National Association, LP.” as Administrative Agent for itself and certain other financial institutions. This instrument may not be offered, sold or otherwise transferred until the purchaser, assignee or transferee has become a party to and bound by such Subordination Agreement. Each of the Obligors and the Subordinated Creditors hereby agrees to xxxx Subordinate Creditor will further mark its books of account in such a manner as shall be effective to give xxxx proper notice of the effect of this Subordination Agreement Agreement, and will, in the case of any Intercompany Subordinated Debt which is not evidenced evidence by any note or instrument, following the occurrence and continuation of a Default set forth in Section 11.01(h)—(j) of the Credit Agreement or any Event of Default, upon Majority Lenders’ request, Senior Lender'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 Creditors and the Obligors will at its expense Subordinate Creditor will, 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 Majority Lenders Senior Lender may reasonably request in order to protect any right or interest granted or purported to be granted hereby or to enable the Collateral Representative Senior Lender to exercise and enforce its rights and remedies hereunderhereunder and the reasonable expenses actually incurred by such Subordinate Creditor in connection therewith shall be paid to such Subordinate Creditor by Guarantor.

Subordination Legend; Further Assurances. The Subordinated Creditors and the Obligors Subordinated Debtors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “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 Intercompany Interco Subordination Agreement, dated as of August 28June [ ], 2015 (the “Intercompany Subordination Agreement”)2007) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Intercompany Interco Subordination Agreement by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPthe Secured Parties and any person now or hereafter designated as their agent.” Each of the Obligors Subordinated Debtors and the Subordinated Creditors hereby agrees agree to xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination 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 11.01(h)—(j) 8.1.1 or 8.1.9 of the Credit Agreement or any an Event of Default, upon Majority Lenders’ 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 Creditors and the Obligors 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 Majority Lenders the Administrative Agent may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable the Collateral Representative Administrative Agent to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors Creditor and the Obligors Debtor will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “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 Provisions to be Contained in the Subordinated Intercompany Debt (the “Intercompany Subordination Terms”), attached as Schedule II to the Credit Agreement, dated as of August 28June 15, 2015 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 “Intercompany Subordination AgreementBorrower”)) . 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 Senior Indebtedness as defined inAdministrative Agent, pursuant to, and, and to the extent provided in, the Intercompany Subordination Agreement Terms by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPthe Secured Parties referred to therein and any person now or hereafter designated as their agent.” Each of the Obligors Subordinated Creditor and the Subordinated Creditors Debtor hereby agrees to xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination Agreement these 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 a Default set forth in Section 11.01(h)—(j) of the Credit Agreement or any an Event of Default, upon Majority Lenders’ 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 Creditors Creditor and the Obligors 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 Majority Lenders the Secured Parties or the Administrative Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereunder or to enable the Collateral Representative Secured Parties or the Administrative Agent to exercise and enforce its their rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors and the Obligors Subordinated Debtors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “The indebtedness evidenced by this instrument is subordinated to the prior payment in full (as defined in the Amended and Restated Intercompany Subordination Agreement, dated as of August 28September 30, 2015 (the “Intercompany Subordination Agreement”)2011) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Amended and Restated Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPthe Secured Parties and any person now or hereafter designated as their agent.” Each of the Obligors Subordinated Debtors and the Subordinated Creditors hereby agrees agree to xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination 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 11.01(h)—(j) 8.1.1 or Section 8.1.9 of the Credit Agreement or any other Event of Default, upon Majority Lenders’ requestthe 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 Creditors and the Obligors 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 Majority Lenders the Administrative Agent may reasonably request to protect any right or interest granted or to enable the Collateral Representative Administrative Agent to exercise and enforce its their rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors and the Obligors Borrower will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “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 Intercompany Subordination Agreement, dated as of August 28, 2015 (the “Intercompany Subordination Agreement”)[_______]) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPthe Secured Parties and any person now or hereafter designated as their agent.” Each of the Obligors Subordinated Creditors and the Subordinated Creditors Borrower hereby agrees to xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination 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 set forth in Section 11.01(h)—(j) of the Credit Agreement or any an Event of Default, upon Majority Lenders’ 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 Creditors and the Obligors Borrower 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 Majority Lenders the Secured Parties or the Administrative Agent may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable the Collateral Representative Secured Parties or the Administrative Agent to exercise and enforce its their rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors Creditor and the Obligors Debtor will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “"The indebtedness evidenced by this instrument is subordinated to the prior payment in full of the Senior Indebtedness (as defined in the Intercompany Subordination Agreement, dated as of August 28, 2015 (the “Intercompany Subordination Agreement”)Agreement hereinafter referred to) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Intercompany Subordination Agreement effective as of October 31, 2000, by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPLender or the holder of Senior Indebtedness referred to in such Subordination Agreement.” Each of the Obligors " Subordinated Creditor and the Subordinated Creditors hereby agrees to xxxx its Debtor each will further mark xxx books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination Agreement and will, in the case of any Intercompany Subordinated Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default set forth in Section 11.01(h)—(j) of the Credit Agreement or any Event of Default, upon Majority Lenders’ Lender's reasonable 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 Creditors Creditor and the Obligors will Debtor each 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 actions, that may be necessary or desirable, or that Majority Lenders Lender may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Collateral Representative Lender to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors and the Obligors Subordinated Debtors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “The indebtedness evidenced by this instrument is subordinated to the prior payment in full (as defined in the Intercompany Subordination Agreement, dated as of August 2830, 2015 (the “Intercompany Subordination Agreement”)2010) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPthe Secured Parties and any person now or hereafter designated as their agent.” Each of the Obligors Subordinated Debtors and the Subordinated Creditors hereby agrees agree to xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination 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 11.01(h)—(j) 8.1.1 or Section 8.1.9 of the Credit Agreement or any other Event of Default, upon Majority Lenders’ requestthe 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 Creditors and the Obligors 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 Majority Lenders the Administrative Agent may reasonably request to protect any right or interest granted or to enable the Collateral Representative Administrative Agent to exercise and enforce its their rights and remedies hereunder.

Subordination Legend; Further Assurances. The Each Subordinated Creditors Creditor and the Obligors each Subordinated Debtor will cause each any promissory note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “"The indebtedness evidenced by this instrument is subordinated to the prior payment in full (as defined in the Intercompany Subordination Agreement, dated as of August 28, 2015 (the “Intercompany Subordination Agreement”)) cash of the Senior Indebtedness Debt, as defined in, pursuant to, and, and to the extent provided in, the Intercompany Subordination Agreement dated as of November 9, 2001 by (among others), the maker hereof and payee named herein in favor of Perceptive Credit Opportunities FundFleet National Bank, LPas 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 of the Obligors Subordinated Creditor and the each Subordinated Creditors hereby agrees to Debtor each will xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination Agreement and will, in the case of any Intercompany Subordinated Debt which is not evidenced by any note or instrument, following upon the occurrence and continuation of a Default set forth in Section 11.01(h)—(j) of the Credit Agreement or any Event of Default, upon Majority Lenders’ 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 Creditors Creditor and the Obligors will each 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 Majority Lenders the Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Collateral Representative Agent to exercise and enforce its rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors and the Obligors Borrower will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “"The indebtedness evidenced by this instrument is subordinated to the prior payment in cash in full of the Senior Indebtedness (as defined in the Intercompany Subordination Agreement, dated as of August 28_________ __, 2015 (the “Intercompany Subordination Agreement”)1998) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPthe Lenders and any person now or hereafter designated as their agent.” " Each of the Obligors Subordinated Creditors and the Subordinated Creditors Borrower hereby agrees to xxxx its mark xxx books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination Agreement 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 a Default set forth in Section 11.01(h)—(j) of the Credit Agreement or any an Event of Default, upon Majority Lenders’ 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 Creditors and the Obligors Borrower 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 Majority the Lenders or the Administrative Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereunder or to enable the Collateral Representative Lenders or the Administrative Agent to exercise and enforce its their rights and remedies hereunder.

Subordination Legend; Further Assurances. The Subordinated Creditors Creditor and the Obligors Borrower will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed indorsed with the following legend: “The indebtedness evidenced by this instrument is subordinated to the prior payment in full of the Obligations (as defined in the Intercompany Subordination Agreement, dated as of August 28, 2015 (the “Intercompany Subordination Agreement”)Agreement hereinafter referred to) of the Senior Indebtedness as defined in, pursuant to, and, and to the extent provided in, the Intercompany Subordination Agreement Agreement, dated July __, 2004, by the maker hereof and payee named herein in favor of Perceptive Credit Opportunities Fund, LPXxxx Xxxxx.” Each of the Obligors The Subordinated Creditor and the Subordinated Creditors hereby agrees to Borrower each will further xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Subordination Agreement and will, in the case of any Intercompany Subordinated Debt that is not evidenced by any note or instrument, following the occurrence and continuation of a Default set forth in Section 11.01(h)—(j) of the Credit Agreement or any Event of Default, upon Majority Lenders’ Xxxxx’x request, cause such Intercompany Subordinated Debt to be evidenced by an appropriate note or instrument or instruments endorsed indorsed with the above previous legend. Each of the The Subordinated Creditors Creditor and the Obligors will Borrower each 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 Majority Lenders Xxxxx may reasonably request request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Collateral Representative Xxxxx to exercise and enforce its his rights and remedies hereunder.

Subordination Legend; Further Assurances. The Each Subordinated Creditors Creditor and the Obligors each Subordinated Debtor will cause each note and instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed with the following legend: “"The indebtedness evidenced by this instrument is subordinated to the prior payment in full (as defined in the Intercompany Subordination Agreement, dated as of August 28, 2015 (the “Intercompany Subordination Agreement”)) cash of the Senior Indebtedness Total Debt, as defined in, pursuant to, and, and to the extent provided in, the Intercompany Management Fee Subordination Agreement Agreement, dated as of September __, 2001, by (among others), the maker hereof and payee named herein in favor of Perceptive Credit Opportunities FundBank of Montreal, LPas Administrative Agent for the Secured Parties (as such terms are defined in, or by reference in, the Management Fee Subordination Agreement).” " Each of the Obligors Subordinated Creditor and the each Subordinated Creditors hereby agrees to xxxx Debtor each will mark its books of account in such a manner as shall be effective to give tx xxve proper notice of the effect of this Subordination Agreement and will, in the case of any Intercompany Subordinated Debt which is not evidenced by any note or instrument, following upon the occurrence and continuation of a Default set forth in Section 11.01(h)—(j) of the Credit Agreement or any Event of Default, upon Majority Lenders’ 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 Creditors Creditor and the Obligors will each 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 Majority Lenders the 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 Collateral Representative 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.