Common use of Subordination Legend; Further Assurances Clause in Contracts

Subordination Legend; Further Assurances. Guarantor will cause each note and instrument (if any) evidencing the Subordinated Obligations to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Agreement, dated as of July ___, 1999) pursuant to, and to the extent provided in, the Reimbursement Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations and any person now or hereafter designated as their agent." Each of Guarantor and Company 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 Agreement and will, in the case of any Subordinated Obligation not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the Agent's request, cause such Subordinated Obligation to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor and Company 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 Agent may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable holders of Senior Obligations or the Agent to exercise and enforce their rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditors and the Obligors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Obligations Debt to be endorsed with the following legend: "“The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Intercompany Subordination Agreement, dated as of July ___August 28, 19992015 (the “Intercompany Subordination Agreement”)) of the Senior Indebtedness as defined in, pursuant to, and to the extent provided in, the Reimbursement Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations Macquarie US Trading LLC and any person now or hereafter designated as their agent." ” Each of Guarantor the Obligors and Company 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 Obligation 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, or Designated Event, upon the Agent's Secured Party Representative’s request, cause such Intercompany Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor the Subordinated Creditors and Company 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 the Agent Secured Party Representative may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable holders of Senior Obligations or the Agent Secured Parties Representative to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditors and the Obligors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Obligations Debt to be endorsed with the following legend: "“The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Intercompany Subordination Agreement, dated as of July ___August 28, 19992015 (the “Intercompany Subordination Agreement”)) of the Senior Indebtedness as defined in, pursuant to, and and, to the extent provided in, the Reimbursement Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations and any person now or hereafter designated as their agentPerceptive Credit Opportunities Fund, LP." ” Each of Guarantor the Obligors and Company 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 Obligation 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, or Designated Event, upon the Agent's Majority Lenders’ request, cause such Intercompany Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor the Subordinated Creditors and Company 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 the Agent Majority Lenders may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable holders of Senior Obligations or the Agent Collateral Representative to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor A. LRA-NE and the Subordinate Creditor will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations Debt (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement below referred to) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement dated effective as of September 4, 1997, by the maker hereof and payee named herein in favor of Texas Commerce Bank National Association referred to in such Subordination Agreement." B. The Borrowers and the holders of such Senior Obligations and any person now or hereafter designated as Subordinate Creditor each will further xxxx their agent." Each of Guarantor and Company hereby agrees to xxxx its respective books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the AgentSenior Creditor's reasonable request, cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor The Borrowers and Company will the Subordinate Creditor each will, at its their respective expense and at any time and 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 the Agent Senior Creditor may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of the Senior Obligations or the Agent Creditor to exercise and enforce their the Senior Creditor's rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor Subordinated Creditor and Debtor will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement effective as of September 8, 2000, by the maker hereof and payee named herein in favor of Lender or the holders holder of Senior Indebtedness referred to in such Senior Obligations and any person now or hereafter designated as their agentSubordination Agreement." Each of Guarantor Subordinated Creditor and Company 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 Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the AgentLender's reasonable request, cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor Subordinated Creditor and Company 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 the Agent Lender may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of Senior Obligations or the Agent Lender to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditors and the Borrower will cause each note and instrument (if any) evidencing the Intercompany Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in cash in full in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Intercompany Subordination Agreement, dated as of July _________ __, 19991998) pursuant to, and to the extent provided in, the Reimbursement Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations Lenders and any person now or hereafter designated as their agent." Each of Guarantor the Subordinated Creditors and Company the 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 Obligation Debt which is not evidenced by any note or instrument, following the occurrence and subject to the continuation of a an Event of Default, or Designated Event, upon the Administrative Agent's request, cause such Intercompany Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor the Subordinated Creditors and Company the 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 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 holders of Senior Obligations the Lenders or the Administrative Agent to exercise and enforce their rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditors and the Borrower will cause each note and instrument (if any) evidencing the Subordinated Obligations Intercompany Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in cash in full in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Intercompany Subordination Agreement, dated as of July ___February 23, 19992000) pursuant to, and to the extent provided in, the Reimbursement Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations Lenders and any person now or hereafter designated as their agent." Each of Guarantor the Subordinated Creditors and Company the 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 Subordinated Obligation Intercompany Debt which is not evidenced by any note or instrument, following the occurrence and subject to the continuation of a Default, or Designated Event, upon the Administrative Agent's request, cause such Subordinated Obligation Intercompany Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor the Subordinated Creditors and Company the 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 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 holders of Senior Obligations the Lenders or the Administrative Agent to exercise and enforce their rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Member and the Borrower will cause each note and instrument (or other contract or agreement, if any) , evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument or contract or agreement is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Agreement, dated as of July ___, 1999Member Debt Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Agreement Member Debt Subordination Agreement, dated as of ____________ by and among the maker hereof Borrower and payee named herein the Member (as defined in such Member Debt Subordination Agreement) in favor of the holders Lenders (as defined in such Member Debt Subordination Agreement), the provisions of such Senior Obligations which are incorporated herein and any person now or hereafter designated as their agent." Each by this reference made a part hereof. The Member and the Borrower each will further mark, xxd in the case of Guarantor and Company hereby agrees the Borrower, cause each Restricted Subsidiary to xxxx its mark, xxs books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note instrument or instrument, following the occurrence and continuation of a Default, other contract or Designated Eventagreement, upon the Administrative Agent's request, request cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments other contract or agreement endorsed with the above legend. Each of Guarantor The Member and Company 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 desirable or that the Administrative Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereunder hereby, during the continuance of an Event of Default, or to enable holders of Senior Obligations or the Administrative Agent to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor Each Subordinated Creditor and each Subordinated Debtor will cause each any promissory note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (Debt, as defined in the Reimbursement Agreement, dated as of July ___, 1999) pursuant toin, and to the extent provided in, the Reimbursement Intercompany Subordination Agreement dated as of November 9, 2001 by (among others), the maker hereof and payee named herein in favor of Fleet National Bank, as Agent for the holders of Lenders (as such Senior Obligations and any person now terms are defined in, or hereafter designated by reference in, such Intercompany Subordination Agreement), as their agentamended from time to time." Each of Guarantor Subordinated Creditor and Company hereby agrees to each Subordinated 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 Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the Agent's request, cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor Subordinated Creditor and Company 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 the Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of Senior Obligations or the Agent to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditor and Borrower will cause each note and instrument (if any) or other contract or agreement evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument or contract or agreement is subordinated to the prior payment in full in cash of the "Senior Obligations Indebtedness" pursuant to (and as such term is defined in in) the Reimbursement Subordination Agreement, dated as of July ___December 22, 1999) pursuant to2000, executed by Liberty Media Corporation and to the extent provided in, the Reimbursement Agreement by the maker hereof and payee named herein Liberty Livewire Corporation in favor of the holders Senior Creditors (as defined in such Subordination Agreement), the provisions of such Senior Obligations which are incorporated herein and any person now or hereafter designated as their agent." Each by this reference made a part hereof. The Subordinated Creditor and Borrower each will further mark, and in the case of Guarantor and Company hereby agrees Borrower, cause each Subsidiary to xxxx its books mark, itx xxoks of account in such a manner as shall be effective to give xxxe proper notice of the effect of this Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note instrument or instrument, following the occurrence and continuation of a Default, other contract or Designated Eventagreement, upon the Administrative Agent's request, request cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments other contract or agreement endorsed with the above legend. Each of Guarantor The Subordinated Creditor and Company 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 desirable or that the Administrative Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of the Administrative Agent or any other Senior Obligations or the Agent Creditor to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditors and the Subordinated Debtors will cause each note and instrument (if any) evidencing the Intercompany Subordinated Obligations Debt to be endorsed with the following legend: "“The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Intercompany Subordination Agreement, dated as of July ___August 30, 19992010) of the Senior Indebtedness pursuant to, and to the extent provided in, the Reimbursement Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations Secured Parties and any person now or hereafter designated as their agent." ” Each of Guarantor the Subordinated Debtors and Company 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 Obligation 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, or Designated Event, upon the Administrative Agent's request’s request and to the extent permitted by applicable law, cause such Intercompany Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor the Subordinated Creditors and Company 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 Administrative Agent may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable holders of Senior Obligations or the Administrative Agent to exercise and enforce their rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditor and MERI will cause the Assignment and each note and other instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations Obliga- tions (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement here- inafter referred to) pursuant to, and to the extent provided pro- vided in, the Reimbursement Subordination Agreement dated December 20, 1995 by the maker hereof Midcoast Energy Resources, Inc. and payee named herein Rainbow Investments Company in favor of the holders of such Senior Obligations Compass Bank-Houston. The Subordinated Creditor and any person now or hereafter designated as their agent." Each of Guarantor and Company hereby agrees to xxxx MERI each will further mark its books of account in such xx xuch a manner as shall be effective to give proper notice of the effect of this Subordination Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the AgentLender's request, request cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor The Subordinated Creditor and Company will MERI 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 the Agent Lender may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of Senior Obligations or the Agent Lender to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditors and the Borrower will cause each note and instrument (if any) evidencing the Intercompany Subordinated Obligations 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 in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Subordination Agreement, dated as of July [___, 1999____]) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations Secured Parties and any person now or hereafter designated as their agent." ” Each of Guarantor the Subordinated Creditors and Company the 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 Obligation Debt not evidenced by any note or instrument, following the occurrence and continuation of a an Event of Default, or Designated Event, upon the Administrative Agent's ’s request, cause such Intercompany Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor the Subordinated Creditors and Company the 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 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 holders of Senior Obligations the Secured Parties or the Administrative Agent to exercise and enforce their rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditors and the Borrower will cause each note and instrument (if any) evidencing the Subordinated Obligations Intercompany Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in cash in full in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Intercompany Subordination Agreement, dated as of July ___[ ], 19991998) pursuant to, and to the extent provided in, the Reimbursement Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations Lenders and any person now or hereafter designated as their agent." Each of Guarantor the Subordinated Creditors and Company the 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 Subordinated Obligation Intercompany Debt which is not evidenced by any note or instrument, following the occurrence and subject to the continuation of a Default of the type described in Section 8.1.1 or 8.1.9 of the Credit Agreement or Event of Default, or Designated Event, upon the Administrative Agent's request, cause such Subordinated Obligation Intercompany Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor the Subordinated Creditors and Company the 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 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 holders of Senior Obligations the Lenders or the Administrative Agent to exercise and enforce their rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor Subordinated Creditor and Debtor will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement effective as of November 25, 1998, by the maker hereof and payee named herein in favor of the holders of Agent referred to in such Senior Obligations and any person now or hereafter designated as their agentSubordination Agreement." Each of Guarantor Subordinated Creditor and Company 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 Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the Agent's reasonable request, cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor Subordinated Creditor and Company 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 the Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of Senior Obligations or the Agent to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor Subordinated Creditor and Debtor will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement effective as of October 31, 2000, by the maker hereof and payee named herein in favor of Lender or the holders holder of Senior Indebtedness referred to in such Senior Obligations and any person now or hereafter designated as their agentSubordination Agreement." Each of Guarantor Subordinated Creditor and Company 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 Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the AgentLender's reasonable request, cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor Subordinated Creditor and Company 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 the Agent Lender may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of Senior Obligations or the Agent Lender to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditor and the Borrower will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed indorsed with the following legend: "“The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Agreement Subordination Agreement, dated July __, 2004, by the maker hereof and payee named herein in favor of Xxxx Xxxxx.” The Subordinated Creditor and the holders of such Senior Obligations and any person now or hereafter designated as their agent." Each of Guarantor and Company 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 Agreement and will, in the case of any Subordinated Obligation Debt that is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the Agent's Xxxxx’x request, cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed indorsed with the above previous legend. Each of Guarantor The Subordinated Creditor and Company will the 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 the Agent Xxxxx may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of Senior Obligations or the Agent Xxxxx to exercise and enforce their his rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditors and the Borrower will cause each note and instrument (if any) evidencing the Subordinated Obligations Intercompany Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in cash in full in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Intercompany Subordination Agreement, dated as of July ___June 9, 1999) pursuant to, and to the extent provided in, the Reimbursement Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations Lenders and any person now or hereafter designated as their agent." Each of Guarantor the Subordinated Creditors and Company the Borrower hereby agrees to xxxx mark its books of account in such a manner as shall be effective to give xx xive proper notice of the effect of this Subordination Agreement and will, in the case of any Subordinated Obligation Intercompany Debt which is not evidenced by any note or instrument, following the occurrence and subject to the continuation of a Default of the type described in Section 8.1.1 or 8.1.9 of the Amended and Restated Credit Agreement or Event of Default, or Designated Event, upon the Administrative Agent's request, cause such Subordinated Obligation Intercompany Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor the Subordinated Creditors and Company the 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 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 holders of Senior Obligations the Lenders or the Administrative Agent to exercise and enforce their rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor Each Subordinate Creditor will cause the Subordinated Notes and each note and other instrument (if any) now or hereafter held by it evidencing the Subordinated Obligations Debt, to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the certain Senior Obligations Debt (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement that certain Subordination Agreement by the maker hereof and payee named herein dated November 30, 2001 in favor of LaSalle Bank National Association, as Administrative Agent for itself and certain other financial institutions. This instrument may not be offered, sold or otherwise transferred until the holders of purchaser, assignee or transferee has become a party to and bound by such Senior Obligations and any person now or hereafter designated as their agent." Subordination Agreement. Each of Guarantor and Company 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 Agreement Agreement, and will, in the case of any Subordinated Obligation Debt which is not evidenced evidence by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the AgentSenior Lender's request, request cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor and Company 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 the Agent Senior Lender may reasonably request in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of Senior Obligations or the Agent Lender to exercise and enforce their 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. Guarantor The Subordinated Creditor and the Borrower will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "“The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordinated Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement dated , 200 by the maker hereof and payee named herein in favor of Jefferies Finance LLC, as Administrative Agent.” The Subordinated Creditor and the holders of such Senior Obligations and any person now or hereafter designated as their agent." Each of Guarantor and Company 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 Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the Administrative Agent's request, ’s request cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor The Subordinated Creditor and Company will the 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 the Administrative Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of Senior Obligations or the Administrative Agent to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditors and the Borrower will cause each note and instrument (if any) evidencing the Subordinated Obligations Intercompany Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in cash in full in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Intercompany Subordination Agreement, dated as of July ___April 30, 19991997) pursuant to, and to the extent provided in, the Reimbursement Intercompany Subordination Agreement by the maker hereof and payee named herein in favor of the holders of such Senior Obligations Lenders and any person now or hereafter designated as their agent." Each of Guarantor the Subordinated Creditors and Company the 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 Subordinated Obligation Intercompany Debt which is not evidenced by any note or instrument, following the occurrence and subject to the continuation of a Default of the type described in Section 8.1.1 or 8.1.9 of the Credit Agreement or Event of Default, or Designated Event, upon the Administrative Agent's request, cause such Subordinated Obligation Intercompany Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor the Subordinated Creditors and Company the 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 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 holders of Senior Obligations the Lenders or the Administrative Agent to exercise and enforce their rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditor and the Borrower will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness THE DEBT EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE INTERCOMPANY SUBORDINATION AGREEMENT DATED MARCH 31, 1997 BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF THE ADMINISTRATIVE AGENT AND THE OTHER SENIOR CREDITORS REFERRED TO THEREIN." If any of the Subordinated Debt is not evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Agreement, dated as of July ___, 1999) pursuant to, and to the extent provided inan instrument, the Reimbursement Agreement by Subordinated Creditor and the maker hereof and payee named herein in favor of the holders of such Senior Obligations and any person now or hereafter designated as their agent." Each of Guarantor and Company hereby agrees to xxxx its Borrower each will mark xxx books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the Administrative Agent's request, promptly cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legendlegend set forth above. Each of Guarantor The Subordinated Creditor and Company will the 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 the Administrative Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder under this Agreement or to enable holders the Administrative Agent or any of the other Senior Obligations or the Agent Creditors to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditor and the Borrower will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement dated October 31, 1996 by the maker hereof and payee named herein in favor of the holders of such Senior Obligations Toronto Dominion (Texas), Inc., as administrative agent and any person now or hereafter designated as their agentits successors and assigns." Each of Guarantor The Subordinated Creditor and Company hereby agrees to xxxx the Borrower each will further mark its books of account in such a manner as shall be effective to give xx xive proper notice of the effect of this Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the Administrative Agent's request, request cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor The Subordinated General Communication, Inc. - Form 8-K Page 414 Creditor and Company will the 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 the Administrative Agent may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders the Administrative Agent, for itself and for the ratable benefit of Senior Obligations or the Agent Banks, to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor Subordinated Creditor and Debtor will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt, to be endorsed with the following legendlegend and delivered to Lender: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations Indebtedness (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement effective as of April 11, 2002, by the maker hereof and payee named herein in favor of JPMorgan Chase Bank or the holders holder of Senior Indebtedness referred to in such Senior Obligations and any person now or hereafter designated as their agentSubordination Agreement." Each of Guarantor Subordinated Creditor and Company 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 Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or an instrument, following the occurrence and continuation of a Default, or Designated Event, upon the AgentLender's reasonable request, cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legendlegend and delivered to Lender. Each of Guarantor Subordinated Creditor and Company 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 the Agent Lender may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder to Lender, or to enable holders of Senior Obligations or the Agent Lender to exercise and enforce their its rights and remedies hereunderremedies, under this Agreement.

Subordination Legend; Further Assurances. Guarantor The Subordinated Creditor and the Borrower will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement dated as of November 8, 2000, by the maker Borrower hereof and payee named herein in favor of Silicon Valley Bank under the holders of such Senior Obligations and any person now or hereafter designated Purchase Agreement (as their agentdefined therein)." Each of Guarantor The Subordinated Creditor and Company hereby agrees to xxxx its the Borrower 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 Agreement and will, in the case of any Subordinated Obligation Debt that is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the Agent's request, Senior Creditors' request cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor The Subordinated Creditor and Company will the 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 the Agent Senior Creditors may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of the Senior Obligations or the Agent Creditors to exercise and enforce their its rights and remedies hereunder.

Subordination Legend; Further Assurances. Guarantor The Junior Creditor will cause each note and instrument (if any) evidencing the Subordinated Obligations Debt to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Senior Obligations Debt (as defined in the Reimbursement Agreement, dated as of July ___, 1999Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Reimbursement Subordination Agreement by dated [ ] among the maker hereof and payee named herein in favor of the holders financial institutions from time to time parties to the OPMW Credit Agreement described therein and Bank of such Senior Obligations America, N.A., as OPMW administrative agent and any person now or hereafter designated Bank of America, N.A., as their agentOPNY Administrative Agent." Each of Guarantor and Company hereby agrees to xxxx The Junior Creditor will further mark its books of account in such a manner as shall be effective to give gxxx proper notice of the effect of this Subordination Agreement and will, in the case of any Subordinated Obligation Debt which is not evidenced by any note or instrument, following the occurrence and continuation of a Default, or Designated Event, upon the Agent's request, Administrative Agents' request cause such Subordinated Obligation Debt to be evidenced by an appropriate note or instrument or instruments endorsed with the above legend. Each of Guarantor and Company will The Junior Creditor 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 Agent Administrative Agents may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable holders of Senior Obligations the Administrative Agents or the Agent any Lender to exercise and enforce their its rights and remedies hereunder.