Common use of Subordination Legend; Further Assurances Clause in Contracts

Subordination Legend; Further Assurances. Each of the Subordinated 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 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 INDEBTEDNESS (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 10, 2018) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENT.” Each of the Intercompany Debtors 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 Intercompany Subordination Agreement. Each of the Subordinated Creditors and 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 may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable the Secured Parties or the Agent to exercise and enforce their respective rights and remedies hereunder.

Subordination Legend; Further Assurances. Each of (a) The Borrower and each Subordinated Lender will cause each Subordinated Loan Note and any other instrument evidencing the Subordinated 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 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 INDEBTEDNESS The indebtedness evidenced by this instrument is subordinated to the prior payment in full of the Senior Obligations (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENTas defined in the Subordination Agreement hereinafter referred to) pursuant to, DATED AS OF DECEMBER 10and to the extent provided in, 2018) PURSUANT TOthe Subordination Agreement dated as of August 18, AND TO THE EXTENT PROVIDED IN2008 by and among the maker hereof, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENTthe payee named herein and Overseas Private Investment Corporation.” Each of the Intercompany Debtors The Borrower and the each Subordinated Creditors hereby agrees to Lender will further xxxx 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 . (b) The Borrower and each Subordinated Creditors and the Intercompany Debtors 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 Agent may be necessary or the Required Lenders desirable, or that OPIC may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable the Secured Parties or the Agent OPIC to exercise and enforce their respective 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. Each of (a) RGC, the Subordinated Creditors and the Intercompany Debtors Borrower and/or UTTC 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 the RGC 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 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 INTERCOMPANY SUBORDINATION AGREEMENTb) OII, DATED AS OF DECEMBER 10the 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, 2018LDC 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." (c) PURSUANT TORGC, AND TO THE EXTENT PROVIDED INOII, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENT.” Each of the Intercompany Debtors Borrower and the Subordinated Creditors hereby agrees to xxxx UTTC each 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 Intercompany Subordination 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. Each of RGC, OII, the Subordinated Creditors Borrower and the Intercompany Debtors will UTTC 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 the Agent may be necessary or the Required Lenders 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 hereunder hereby or to enable the Secured Parties OII or the Agent RGC, respectively, to exercise and enforce their respective its rights and remedies hereunder.

Subordination Legend; Further Assurances. Each (a) The Subordinated Transaction Party will cause each instrument evidencing any of the Subordinated 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 Obligations to be endorsed with the following legend: “"THE INDEBTEDNESS OBLIGATIONS EVIDENCED BY THIS INSTRUMENT IS ARE SUBORDINATED TO THE PRIOR PAYMENT IN FULL IN CASH AND IN IMMEDIATELY AVAILABLE FUNDS OF ALL OF THE SENIOR INDEBTEDNESS OBLIGATIONS (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 10, 2018INTERCREDITOR AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SUCH INTERCOMPANY THE INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF JANUARY 14, 2003 BY AND AMONG THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCHAND THE SENIOR TRANSACTION PARTY REFERRED TO THEREIN, AS AGENT, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENTSUCH MAY BE AMENDED FROM TIME TO TIME.” Each of the Intercompany Debtors and the " (b) The Subordinated Creditors hereby agrees to xxxx Transaction Party will further mark its books of account in such a manner as shall be effective to effectivx xo give proper notice of the effect of this Intercompany Subordination Agreement. Each Agreement and will, in the case of any of the Subordinated Creditors and Obligations which are not evidenced by any instrument, upon the Intercompany Debtors will at its expense and 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 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 Agent or the Required Lenders Senior Transaction Party 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 the Secured Parties or the Agent Senior Transaction Party to exercise and enforce their respective 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. Each of the The Subordinated Creditors Creditor and the Intercompany Debtors Debtor 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 (if any) evidencing any the Intercompany Subordinated Debt that is Material Indebtedness 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 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 INTERCOMPANY SUBORDINATION AGREEMENTas defined in the Subordination Provisions to be Contained in the Subordinated Intercompany Debt (the “Intercompany Subordination Terms”), DATED AS OF DECEMBER 10attached as Schedule II to the Credit Agreement, 2018) PURSUANT TOdated as of June 15, AND TO THE EXTENT PROVIDED IN2007 (as amended, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCHsupplemented, AS AGENTamended and restated or otherwise modified from time to time, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENTthe “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 Intercompany Debtors 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 these provisions and will, in the case of any Intercompany Subordination AgreementSubordinated 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 Creditors Creditor and the Intercompany Debtors 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 Agent Secured Parties or the Required Lenders Administrative Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereunder or to enable the Secured Parties or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder.

Subordination Legend; Further Assurances. Each of the The Subordinated Creditors and the Intercompany Subordinated 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 (if any) evidencing any the Intercompany Subordinated Debt that is Material Indebtedness 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 INDEBTEDNESS The indebtedness evidenced by this instrument is subordinated to the prior payment in full (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENTas defined in the Amended and Restated Intercompany Subordination Agreement, DATED AS OF DECEMBER 10dated as of September 30, 20182011) PURSUANT TOof the Senior Indebtedness pursuant to, AND TO THE EXTENT PROVIDED INand to the extent provided in, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENTthe 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 Intercompany 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 Subordination AgreementSubordinated 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 Creditors and the Intercompany 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 or the Required Lenders may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable the Secured Parties or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder.

Subordination Legend; Further Assurances. Each of the Subordinated Creditors Creditor and the Intercompany Debtors each Subordinated Debtor will (or in the case of any notes or instruments cause each instrument 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 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 INDEBTEDNESS (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 10, 2018) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENT.” Each "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Intercompany Debtors Total Debt, as defined in, and to the extent provided in, the Management Fee Subordination Agreement, dated as of September __, 2001, by (among others), 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 Creditors hereby agrees to xxxx Creditor and each Subordinated 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 Intercompany Subordination AgreementAgreement 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 of the Subordinated Creditors Creditor and the Intercompany Debtors 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 Administrative Agent or the Required Lenders may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable the Secured Parties or the Administrative Agent to exercise and enforce their respective 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 of the The ---------------------------------------- Subordinated Creditors and the Intercompany Debtors Borrower will (or in the case of any notes or instruments cause each instrument 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 be endorsed with the following legend: “"THE INDEBTEDNESS DEBT EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL IN CASH OF ALL OF THE SENIOR INDEBTEDNESS OBLIGATIONS (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 10, 2018AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SUCH INTERCOMPANY THE SUBORDINATION AGREEMENT DATED APRIL 24, 1998 BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, THE SENIOR REPRESENTATIVE AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENTOTHER SENIOR CREDITORS REFERRED TO THEREIN.” Each of the Intercompany Debtors " The Subordinated Creditors 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 Intercompany Subordination 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. Each of the The Subordinated Creditors and the Intercompany Debtors 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 the Agent or the Required Lenders Senior Representative 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 the Secured Parties Senior Representative or any of the Agent other Senior Creditors to exercise and enforce their respective its rights and remedies hereunder.

Subordination Legend; Further Assurances. Each of the The Subordinated Creditors and the Intercompany Subordinated 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 (if any) evidencing any the Intercompany Subordinated Debt that is Material Indebtedness 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 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 INTERCOMPANY SUBORDINATION AGREEMENTas defined in the Interco Subordination Agreement, DATED AS OF DECEMBER 10dated as of June [ ], 20182007) PURSUANT TOpursuant to, AND TO THE EXTENT PROVIDED INand to the extent provided in, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENTthe 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 Intercompany 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 Subordination AgreementSubordinated 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 Creditors and the Intercompany 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 or the Required Lenders may reasonably request to protect any right or interest granted or purported to be granted hereunder or to enable the Secured Parties or the Administrative Agent to exercise and enforce their respective its rights and remedies hereunder.

Subordination Legend; Further Assurances. Each of the Subordinated Creditors Creditor and the Intercompany Debtors each Subordinated Debtor will (or in the case of any notes or instruments cause each instrument 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 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 INDEBTEDNESS (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 10, 2018) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENT.” Each "The indebtedness evidenced by this instrument is subordinated to the prior payment in full in cash of the Intercompany Debtors Total Debt, as defined in, and to the extent provided in, the Affiliate Subordination Agreement, dated as of September 28, 2001, by (among others), 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 Creditors hereby agrees to xxxx Creditor and each Subordinated 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 Intercompany Subordination AgreementAgreement 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 of the Subordinated Creditors Creditor and the Intercompany Debtors 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 Administrative Agent or the Required Lenders may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable the Secured Parties or the Administrative Agent to exercise and enforce their respective 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 of Subordinated Creditor and Borrower will cause the Subordinated 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 Notes to be endorsed with include the following legend: “THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT NOTE IS SUBORDINATED TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 10, 2018AGREEMENT 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 INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN AGREEMENT) IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCHTHE SENIOR CREDITORS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT), AS AGENT, THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENT.” Each of the Intercompany Debtors BY THIS REFERENCE MADE A PART HEREOF. 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 Intercompany Subordination Agreement. Each of the Subordinated Creditors Creditor and the Intercompany Debtors 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 Agent or the Required Lenders or Agent may reasonably request in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable the Secured Parties or the Agent Senior Creditors to exercise and enforce their respective its rights and remedies hereunder.

Subordination Legend; Further Assurances. Each of the The Subordinated Creditors ---------------------------------------- and the Intercompany Debtors Borrower will (or in the case of any notes or instruments cause each instrument 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 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 INDEBTEDNESS DEBT (AS DEFINED IN THE INTERCOMPANY SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 10, 2018AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SUCH INTERCOMPANY THE SUBORDINATION AGREEMENT DATED AS OF APRIL 17, 2001 BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCHBANKERS TRUST COMPANY, AS AGENT, AND ADMINISTRATIVE AGENT FOR THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENTLENDERS UNDER THE CREDIT AGREEMENT REFERRED TO IN SUCH SUBORDINATION AGREEMENT.” Each of the Intercompany Debtors " The Subordinated Creditors and the Subordinated Creditors hereby agrees to Borrower will further xxxx its their respective books of account in such a manner as shall be effective to give proper notice of the effect of this Intercompany Subordination 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. Each The Subordinated Creditors will upon the Administrative Agent's request deliver to the Administrative Agent true and correct copies of the all instruments, if any, evidencing Subordinated Debt. The Subordinated Creditors and the Intercompany Debtors will Borrower 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 Administrative Agent or the Required Lenders may reasonably request request, in order to protect any right or interest granted or purported to be granted hereunder hereby or to enable the Secured Parties or the Administrative Agent to exercise and enforce their respective its rights and remedies hereunder.

Subordination Legend; Further Assurances. Each of (a) RGC, the Subordinated Creditors and the Intercompany Debtors Borrower and/or UTTC 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 the RGC 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 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 INTERCOMPANY SUBORDINATION AGREEMENTb) OII, DATED AS OF DECEMBER 10the 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, 2018LDC 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." (c) PURSUANT TORGC, AND TO THE EXTENT PROVIDED INOII, SUCH INTERCOMPANY SUBORDINATION AGREEMENT BY THE MAKER HEREOF AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCH, AS AGENT, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED AS THEIR AGENT.” Each of the Intercompany Debtors Borrower and the Subordinated Creditors hereby agrees to xxxx UTTC each will further mark its books of account in such a manner as shall be effective to give proper gixx xroper notice of the effect of this Intercompany Subordination 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. Each of RGC, OII, the Subordinated Creditors Borrower and the Intercompany Debtors will UTTC 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 the Agent may be necessary or the Required Lenders 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 hereunder hereby or to enable the Secured Parties OII or the Agent RGC, respectively, to exercise and enforce their respective its rights and remedies hereunder.

Subordination Legend; Further Assurances. Each of the The Subordinated Creditors and the Intercompany Debtors Credit Parties 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 (if any) evidencing any the Intercompany Subordinated Debt that is Material Indebtedness to be endorsed with the following legend: “"PAYMENT OF THE INDEBTEDNESS EVIDENCED BY PRINCIPAL OF, AND INTEREST ON, THIS INSTRUMENT NOTE IS EXPRESSLY SUBORDINATED AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL IN CASH OF THE ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INTERCOMPANY INTERCO SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 10, 2018AGREEMENT REFERRED TO BELOW) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SUCH INTERCOMPANY THE INTERCO SUBORDINATION AGREEMENT BY DATED AS OF DECEMBER 23, 2002, AMONG THE MAKER HEREOF PAYEE, THE PAYOR, EACH OTHER OBLIGOR PARTY THERETO AND PAYEE NAMED HEREIN IN FAVOR OF DEUTSCHE BANK AG NEW YORK BRANCHLASALLE BUSINESS CREDIT, INC., AS AGENTFIRST LIEN COLLATERAL AGENT AND STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, AND THE SECURED PARTIES AND ANY PERSON NOW OR HEREAFTER DESIGNATED N.A., AS THEIR AGENTSECOND LIEN COLLATERAL TRUSTEE.” " Each of the Intercompany Debtors Subordinated Creditors and the Subordinated Creditors Credit 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 Intercompany Subordination Agreement. Each of the Subordinated Creditors and the Intercompany Debtors 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 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 Required Lenders 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 to protect any right or interest granted or purported to be granted hereunder or to enable the Secured Parties or the such Collateral Agent to exercise and enforce their respective its rights and remedies hereunder.