Common use of Subordination of Debt Clause in Contracts

Subordination of Debt. Creditor hereby subordinates payment by the Borrower of any and all indebtedness, liabilities, guarantees and other obligations of the Borrower to Creditor, now existing or hereafter arising * (collectively, the "Subordinated Debt"), to the payment to Greyrock, in full in cash, of all indebtedness, liabilities, guarantees and other obligations of the Borrower to Greyrock, now existing or hereafter arising, including without limitation any interest accruing after the commencement of any bankruptcy, arrangement, or reorganization proceeding with respect to Borrower (whether or not such interest is recoverable from the Borrower or allowable or provable in any such proceeding) (collectively, the "Greyrock Debt"). Creditor represents and warrants that the Subordinated Debt ** the following: *Under the Promissory Note referred to below and all extensions, renewals and modifications thereof **consists of That certain Promissory Note dated December 31, 1998 in the original principal amount of $12,000,000, which has a present unpaid principal balance of $12,000,000. Creditor agrees not to ask for, demand, sue for, take or receive alx xr any part of the Subordinated Debt nor any security therefor, unless and until all of the Greyrock Debt has been paid and performed in full, in cash. Creditor further agrees that upon any distribution of the assets or readjustment of the indebtedness of the Borrower whether by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Debt, or the application of the assets of the Borrower to the payment or liquidation thereof, Greyrock shall be entitled to receive payment in full in cash of all of the Greyrock Debt prior to the payment of all or any part of the Subordinated Debt, and in order to enable Greyrock to enforce its rights hereunder in any such action or proceeding, Greyrock is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim against the Borrower on account of the Subordinated Debt as Greyrock may deem expedient or proper and to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of the Greyrock Debt. Creditor further agrees to execute and deliver to Greyrock such assignments or other instruments as may be required by Greyrock in order to enable Greyrock to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt. Creditor shall endorse all notes and other written evidence of the Subordinated Debt with a statement that they are subordinated to the Greyrock Debt pursuant to the terms of this agreement, in such form as Greyrock shall require, and Creditor will exhibit the originals of such notes and other written evidence of the Subordinated Debt to Greyrock so that Greyrock can confirm that such endorsement has been made, but this Subordination Agreement shall be fully effective, even if no such endorsement is made. Any amounts received by Creditor contrary to the provisions of this Section shall be held in trust by Creditor for the benefit of Greyrock and shall forthwith be paid over to Greyrock to be applied to the Greyrock debt in such order as Greyrock in its sole discretion shall determine, without limiting any other right of Greyrock hereunder or otherwise and without otherwise affecting the liability of Creditor.

Subordination of Debt. Creditor hereby subordinates payment by the Borrower of any and all indebtedness, liabilities, guarantees and other obligations of the Borrower to Creditorsuch Creditor under that certain Promissory Note dated as of April 1, now existing or hereafter arising * 2016 in the initial principal amount of US$2,000,000.00 (collectively, the "“Subordinated Debt"”), to the payment to GreyrockLender, in full in cash, of all indebtedness, liabilities, guarantees and other obligations of the Borrower to Greyrock, now existing or hereafter arising, including without limitation any interest accruing after the commencement of any bankruptcy, arrangement, or reorganization proceeding with respect to Borrower (whether or not such interest is recoverable from the Borrower or allowable or provable in any such proceeding) (collectively, the "Greyrock Debt"). Creditor represents and warrants Lender under that the Subordinated Debt ** the following: *Under the certain Senior Convertible Promissory Note referred to below and all extensions, renewals and modifications thereof **consists of That certain Promissory Note (the “Senior Note”) dated December 31, 1998 on or about June 2016 in the original initial principal amount of $12,000,000US$750,000.00 (the “Senior Debt”). Unless and until all of the Senior Debt has been indefeasibly paid in full, which has a present unpaid principal balance in cash (after the passage of $12,000,000. any relevant preference period) and all obligations of the Lender to make loans or extend other financial accommodations to the Borrower have terminated, Creditor agrees not to do any of the following, directly or indirectly: ask for, demand, sue for, take for or receive alx xr accept payment of all or any part of the Subordinated Debt nor Debt, in cash or other property or by set-off or in any other manner, demand, xxx for, accelerate the maturity of, or otherwise enforce any of the Subordinated Debt, enforce any guaranty of any of the Subordinated Debt, take any security therefor, unless and until all for any of the Greyrock Subordinated Debt, exercise any rights or remedies with respect to the Subordinated Debt, judicially or non-judicially (including without limitation the commencement of any bankruptcy or insolvency proceeding against the Borrower), or attempt to do any of the foregoing. Notwithstanding anything in this Section 1 to the contrary, the Creditor and Borrower may amend the documentation of the Subordinated Debt has been paid and performed in full, in cashto (i) decrease the interest rate under the Subordinated Debt; or (ii) extend the maturity date applicable to the Subordinated Debt. Creditor further agrees that upon any distribution of the assets or readjustment of the indebtedness of the Borrower whether by reason of liquidationBorrower, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Debt, or the application of the assets of the Borrower to the payment or liquidation thereof, Greyrock Lender shall be entitled to receive payment in full in cash of all of the Greyrock Senior Debt prior to the payment of all or any part of the Subordinated Debt, and in order to enable Greyrock to enforce its rights hereunder in any such action or proceeding, Greyrock is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim against the Borrower on account of the Subordinated Debt as Greyrock may deem expedient or proper and to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of the Greyrock Debt. Creditor further agrees to execute and deliver to Greyrock such assignments or other instruments as may be required by Greyrock in order to enable Greyrock to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt. Creditor shall endorse all notes and other written evidence of the Subordinated Debt with a statement that they are subordinated to the Greyrock Senior Debt pursuant to the terms of this agreement, in such form as Greyrock Lender shall require, and Creditor will exhibit the originals copies of such notes and other written evidence of the Subordinated Debt to Greyrock Lender so that Greyrock Lender can confirm that such endorsement has been made, but this Subordination Agreement shall be fully effective, even if no such endorsement is made. Any amounts received by any Creditor contrary to the provisions of this Section shall be held in trust by such Creditor for the benefit of Greyrock Lender and shall forthwith be paid over to Greyrock Lender to be applied to the Greyrock Lender debt in such order as Greyrock Lender in its sole discretion shall determine, without limiting any other right of Greyrock Lender hereunder or otherwise and without otherwise affecting the liability of such Creditor.

Subordination of Debt. Subordinating Creditor hereby subordinates payment by the Borrower of any and all indebtedness, liabilities, guarantees and other obligations of the Borrower to Subordinating Creditor, now existing or hereafter arising * (collectively, the "Subordinated Debt"), to the payment to GreyrockSilicon, in full in cash, of all indebtednessSilicon Debt, liabilities, guarantees and other obligations of the Borrower to Greyrock, now existing or hereafter arising, including without limitation any interest accruing after the commencement of any bankruptcy, arrangement, or reorganization proceeding with respect to Borrower (whether or not such interest is recoverable from the Borrower or allowable or provable in any such proceeding) (collectively, the "Greyrock Debt"). Creditor represents and warrants that the Subordinated Debt ** the following: *Under the Promissory Note referred to below and all extensions, renewals and modifications thereof **consists of That certain Promissory Note dated December 31, 1998 in the original principal amount of $12,000,000, which has a present unpaid principal balance of $12,000,000. Subordinating Creditor agrees not to ask for, demand, sue xxx for, take or receive alx xr all or any part of the Subordinated Debt nor any security therefor, therefor unless and until all of the Greyrock Silicon Debt has been paid and performed in full, in cash. ; provided that, so long as all financial covenants of the Borrower to Silicon are met both before and immediately after giving effect to the following payments, and so long as no default or event of default has occurred under any document, instrument or agreement evidencing, securing or relating to the Silicon Debt both before and after giving effect to the following payments and provided that the Term Loan Extension Conditions set forth in Section 5.1 of the Schedule to the Loan and Security Agreement between Silicon and the Borrower dated June 2, 1992 have been met, Subordinated Creditor may accept payment of the following amounts on the Subordinated Debt: Payment in accordance with the terms of the Subordinated Debt (but without the effect of rights of acceleration on default or other events) Subordinating Creditor further agrees that upon any distribution of the assets or readjustment of the indebtedness indebtedess of the Borrower whether by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Subordinating Debt, or the application of the assets of the Borrower to the payment or liquidation thereof, Greyrock Silicon shall be entitled to receive payment in full in cash of all of the Greyrock Silicon Debt prior to the payment of all or any part of the Subordinated Debt, and in order to enable Greyrock Silicon to enforce its rights hereunder in any such action or proceeding, Greyrock Silicon is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Subordinating Creditor such proofs of claim against the Borrower on account of the Subordinated Debt as Greyrock Silicon may deem expedient or proper and to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of the Greyrock Silicon Debt. Subordinating Creditor further agrees to execute and deliver to Greyrock Silicon such assignments or other instruments as may be required by Greyrock Silicon in order to enable Greyrock Silicon to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt. , Subordinating Creditor shall endorse all notes and other written evidence of the Subordinated Debt with a statement that they are subordinated to the Greyrock Silicon Debt pursuant to the terms of this agreement, in such form as Greyrock Silicon shall require, and Subordinating Creditor will exhibit the originals of such notes and other written evidence of the Subordinated Debt to Greyrock Silicon so that Greyrock Silicon can confirm that such endorsement has been made, but this Subordination Agreement shall be fully effective, even if no such endorsement is made. Any amounts received by Creditor contrary to the provisions of this Section shall be held in trust by Creditor for the benefit of Greyrock and shall forthwith be paid over to Greyrock to be applied to the Greyrock debt in such order as Greyrock in its sole discretion shall determine, without limiting any other right of Greyrock hereunder or otherwise and without otherwise affecting the liability of Creditor.

Subordination of Debt. Creditor hereby subordinates payment by the Borrower of any and and all indebtedness, liabilities, guarantees and other obligations of the Borrower to Creditor, now existing or hereafter arising * (collectively, the "Subordinated Debt"), to the payment to GreyrockCoast, in full in cash, of all indebtedness, liabilities, guarantees and other obligations of the Borrower to GreyrockCoast, now existing or hereafter arising, arising (including without limitation any interest interest, charges and other sums accruing after the commencement filing of any bankruptcy, arrangement, a petition by or reorganization proceeding with respect to against Borrower (whether or not such interest is recoverable from under the Borrower or allowable or provable in any such proceedingBankruptcy Code) (collectively, the "Greyrock Coast Debt"). Creditor represents and warrants that the Subordinated Debt ** includes without limitation the following: *Under THAT CERTAIN CONVERTIBLE SUBORDINATED DEBENTURE DUE FEBRUARY 6, 2003 IN THE ORIGINAL PRINCIPAL AMOUNT OF $_______________, WHICH HAS A PRESENT UNPAID PRINCIPAL BALANCE OF $_______________ THE "DEBENTURE"). Creditor represents and warrants that it has not transferred or assigned the Promissory Note referred Subordinated Debt or given any other subordination agreement in respect thereof, and that it will not do so without prior written notice to below Coast and all extensions, renewals and modifications thereof **consists of That certain Promissory Note dated December 31, 1998 in the original principal amount of $12,000,000, which has a present unpaid principal balance of $12,000,000without making such transfer or assignment or subordination expressly subject to this Agreement. Creditor agrees not to ask for, demand, sue xxx for, take or receive alx xr all or any part of the Subordinated Debt nor any security therefor, therefor unless and until all of the Greyrock Coast Debt has been paid and performed in full, in cash; provided that, so long as no Event of Default and no event which, with notice or passage of time or both, would constitute an Event of Default under any present or future document, instrument or agreement evidencing, securing or relating to the Coast Debt, both before and after giving effect to the following payments. Subordinated Creditor further agrees that upon any distribution may accept payment of the assets or readjustment of the indebtedness of the Borrower whether by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of following amounts on the Subordinated Debt, or the application of the assets of the Borrower to the payment or liquidation thereof, Greyrock shall be entitled to receive payment in full in cash of all of the Greyrock Debt prior to the payment of all or any part of the Subordinated Debt, and in order to enable Greyrock to enforce its rights hereunder in any such action or proceeding, Greyrock is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim against the Borrower on account of the Subordinated Debt as Greyrock may deem expedient or proper and to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of the Greyrock Debt. Creditor further agrees to execute and deliver to Greyrock such assignments or other instruments as may be required by Greyrock in order to enable Greyrock to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt. Creditor shall endorse all notes and other written evidence of the Subordinated Debt with a statement that they are subordinated to the Greyrock Debt pursuant to the terms of this agreement, in such form as Greyrock shall require, and Creditor will exhibit the originals of such notes and other written evidence of the Subordinated Debt to Greyrock so that Greyrock can confirm that such endorsement has been made, but this Subordination Agreement shall be fully effective, even if no such endorsement is made. Any amounts received by Creditor contrary to the provisions of this Section shall be held in trust by Creditor for the benefit of Greyrock and shall forthwith be paid over to Greyrock to be applied to the Greyrock debt in such order as Greyrock in its sole discretion shall determine, without limiting any other right of Greyrock hereunder or otherwise and without otherwise affecting the liability of Creditor.:

Subordination of Debt. Each Creditor hereby subordinates payment by the Borrower of any and all indebtedness, liabilities, guarantees and other obligations of the Borrower to Creditorsuch Creditor of any nature whatsoever (including, without limitation, any such arising in connection with the Convertible Debt and Warrant Purchase Agreement dated December 19, 2002, as amended (the "2002 Debt Agreement")), whether now existing or hereafter arising * (collectively, the "Subordinated Debt"), to the prior payment to Greyrockthe Lenders, in full in cash, of all indebtedness, liabilities, guarantees and other obligations of the Borrower to Greyrockthe Lenders, whether now existing or hereafter arising, arising (including without limitation any interest interest, charges and other sums accruing after the commencement filing of any bankruptcy, arrangement, a petition by or reorganization proceeding with respect to Borrower (whether or not such interest is recoverable from against the Borrower or allowable or provable in any such proceedingunder the United States Bankruptcy Code (the "Code")) (collectively, the "Greyrock Lender Debt"), whether or not such Lender Debt has been voided, disallowed or subordinated pursuant to Section 548 of the Code or any applicable state fraudulent conveyance laws, whether asserted directly or under Section 544 of the Code. Each Creditor represents and warrants that the Subordinated Debt ** of such Creditor includes, without limitation, the following: *Under amounts set forth on Schedule 1 hereto. Each Creditor represents and warrants that it has not transferred, assigned, pledged or encumbered the Promissory Note referred to below Subordinated Debt or given any other subordination agreement in respect thereof, and all extensionsthat it will not do so without the prior written consent of the Lenders. Without limiting the generality of the foregoing, renewals and modifications thereof **consists of That certain Promissory Note dated December 31, 1998 in the original principal amount of $12,000,000, which has a present unpaid principal balance of $12,000,000. each Creditor agrees that (a) it will not to ask for, demand, sue xxx for, take or receive alx xr any part of the Subordinated Debt nor any security therefor, unless and until all of the Greyrock Debt has been paid and performed in full, in cash. Creditor further agrees that upon any distribution of the assets or readjustment of the indebtedness of the Borrower whether by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Debt, or the application of the assets of the Borrower to the payment or liquidation thereof, Greyrock shall be entitled to receive payment in full in cash of all of the Greyrock Debt prior to the payment of all or any part of the Subordinated DebtDebt from the Borrower, by set-off or in any other manner, nor any security therefor, and (b) without limiting the exception in order the foregoing clause (a), it will not take any action to enable Greyrock to enforce its rights hereunder in collect, demand payment of or accelerate all or any such action or proceeding, Greyrock is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim against the Borrower on account portion of the Subordinated Debt as Greyrock (provided that any Creditor may deem expedient or proper accelerate its portion of the Subordinated Debt if all outstanding Lender Debt has been previously accelerated, and to vote such thereafter may file appropriate proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account respect of the Greyrock Debt. Creditor further agrees to execute and deliver to Greyrock such assignments Subordinated Debt in any bankruptcy or insolvency proceeding of the Borrower), foreclose or otherwise realize upon any security therefor or exercise any of its other instruments as rights or remedies against the Borrower that it may be required by Greyrock have in order to enable Greyrock to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any respect of the Subordinated Debt. Creditor shall endorse , in each case (a) and (b) unless and until all notes and other written evidence of the Subordinated Lender Debt with a statement that they are has been fully, finally and indefeasibly paid and performed in cash, whether or not such Lender Debt has been voided, disallowed or subordinated to the Greyrock Debt pursuant to the terms of this agreement, in such form as Greyrock shall require, and Creditor will exhibit the originals of such notes and other written evidence Section 548 of the Subordinated Code or any applicable state fraudulent conveyance laws, whether asserted directly or under Section 544 of the Code. Each Creditor hereby irrevocably directs the Borrower to make such prior payments. Each Creditor further agrees that it will not institute against the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law, until such time as the Lender Debt to Greyrock so that Greyrock can confirm that such endorsement has been madefully, but this Subordination Agreement shall be fully effectivefinally and indefeasibly paid in cash. In furtherance of the foregoing and to make effective the subordination provided herein, even if no such endorsement is made. Any amounts received by each Creditor contrary to the provisions of this Section shall be held in trust by Creditor for the benefit of Greyrock and shall forthwith be paid over to Greyrock to be applied to the Greyrock debt in such order further agrees as Greyrock in its sole discretion shall determine, without limiting any other right of Greyrock hereunder or otherwise and without otherwise affecting the liability of Creditor.follows:

Subordination of Debt. Creditor hereby subordinates payment by the Borrower of any and all indebtedness, liabilities, guarantees and other obligations of the Borrower to Creditor, now existing or hereafter arising * (collectively, the "Subordinated Debt"), to the payment to GreyrockSilicon, in full in cash, of all indebtednessSilicon Debt, liabilities, guarantees and other obligations of the Borrower to Greyrock, now existing or hereafter arising, including without limitation any interest accruing after the commencement of any bankruptcy, arrangement, or reorganization proceeding with respect to Borrower (whether or not such interest is recoverable from the Borrower or allowable or provable in any such proceeding) (collectively, the "Greyrock Debt"). Creditor represents and warrants that the Subordinated Debt ** the following: *Under the Promissory Note referred to below and all extensions, renewals and modifications thereof **consists of That certain Promissory Note dated December 31, 1998 in the original principal amount of $12,000,000, which has a present unpaid principal balance of $12,000,000. Creditor agrees not to ask for, demand, sue for, take or receive alx xr all or any part of the Subordinated Debt nor any xxx security therefor, therefor unless and until all of the Greyrock Silicon Debt has been paid and performed in full, in cash; provided that, so long as no default or event of default has occurred under any document instrument or agreement evidencing, securing or relating to the Silicon Debt, both before and after giving effect to the following payments, Creditor may accept payment of the following amounts on the Subordinated Debt: Regularly scheduled payments of principal and interest as set forth in the Notes (as defined below). [Besides amounts due under the Notes, what other amounts may be due under the Borrower/Creditor Loan Agreement? Silicon needs to better understand this before being able to agree to it, if at all.] Creditor represents and warrants that the amount of Subordinated Debt outstanding on the date hereof is the following amount: $_________________ [describe Notes] (collectively, the "Notes") and that Creditor has not executed any other subordination agreements with respect to such debt or the Collateral or the Borrower. Creditor further agrees that upon any distribution of the assets or readjustment of the indebtedness of the Borrower whether by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Debt, or the application of the assets of the Borrower to the payment or liquidation thereof, Greyrock Silicon shall be entitled to receive payment in full in cash of all of the Greyrock Silicon Debt prior to the payment of all or any part of the Subordinated Debt, and in order to enable Greyrock Silicon to enforce its rights hereunder in any such action or proceeding, Greyrock Silicon is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim against the Borrower on account of the Subordinated Debt Debt* as Greyrock Silicon may deem expedient or proper and and** to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of the Greyrock Silicon Debt. Creditor further agrees to execute and deliver to Greyrock Silicon such assignments or other instruments as may be required by Greyrock Silicon in order to enable Greyrock Silicon to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt. Creditor shall endorse all notes and other written evidence of the Subordinated Debt with a statement that they are subordinated to the Greyrock Silicon Debt pursuant to the terms of this agreement, in such form as Greyrock Silicon shall require, and SILICON VALLEY BANK SUBORDINATION AGREEMENT ------------------------------------------------------------------------------- ***Creditor will exhibit the originals of such notes and other written evidence of the Subordinated Debt to Greyrock Silicon so that Greyrock Silicon can confirm that such endorsement has been made, but this Subordination Agreement shall be fully effective, even if no such endorsement is made. Any amounts received by Creditor contrary to the provisions of this Section shall be held in trust by Creditor for the benefit of Greyrock and shall forthwith be paid over to Greyrock to be applied to the Greyrock debt in such order as Greyrock in its sole discretion shall determine*, without limiting any other right of Greyrock hereunder or otherwise and without otherwise affecting the liability of Creditor.IF CREDITOR DOES NOT DO SO PRIOR TO 20 DAYS BEFORE THE EXPIRATION OF THE TIME TO FILE SUCH PROOFS OF CLAIM IN SUCH PROCEEDING, **, IF SILICON HAS RECEIVED WRITTEN CONFIRMATION FROM CREDITOR THAT CREDITOR DOES NOT INTEND TO VOTE OR IF SILICON HAS NOT RECEIVED SUCH CONFIRMATION FROM CREDITOR AT LEAST 10 DAYS PRIOR TO ANY DEADLINE FOR VOTING SUCH PROOFS OF CLAIM, ***UPON SILICON'S REQUEST,

Subordination of Debt. Creditor hereby subordinates payment by the Borrower of any and all indebtedness, liabilities, guarantees and other obligations of the Borrower to Creditor, now existing or of hereafter arising * (collectively, the "“Subordinated Debt"”), to the payment to GreyrockBank, in full in cash, of all indebtedness, liabilities, guarantees and other obligations of the Borrower to GreyrockBank, now existing or hereafter arising, including without limitation any interest accruing after the commencement of any bankruptcy, arrangement, or reorganization proceeding with respect to Borrower (whether or not such interest is recoverable from the Borrower or allowable or provable in any such proceeding) ), costs, expenses, penalties, indemnities, and reimbursement obligations (collectively, the "Greyrock “Senior Debt"”). Creditor represents Unless and warrants that until all of the Subordinated Senior Debt ** has been indefeasibly paid in full, in cash (after the following: *Under the Promissory Note referred to below passage of any relevant preference period) and all extensionsobligations of the Bank to make loans or extend other financial accommodations to the Borrower have terminated, renewals and modifications thereof **consists of That certain Promissory Note dated December 31, 1998 in the original principal amount of $12,000,000, which has a present unpaid principal balance of $12,000,000. Creditor agrees not to do any of the following, directly or indirectly: ask for, demand, sue for, take for or receive alx xr accept payment of all or any part of the Subordinated Debt nor Debt, in cash or other property or by set-off or in any other manner, demand, xxx for, accelerate the maturity of, or otherwise enforce any of the Subordinated Debt, enforce any guaranty of any of the Subordinated Debt, take any security therefor, unless and until all for any of the Greyrock Debt has been paid and performed in fullSubordinated Debt, in cashexercise any rights or remedies with respect to the Subordinated Debt, judicially or non-judicially (including without limitation the commencement of any bankruptcy or insolvency proceeding against the Borrower), or attempt to do any of the foregoing. Creditor further agrees that upon any distribution of the assets or readjustment of the indebtedness of the Borrower whether by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Debt, or the application of the assets of the Borrower to the payment or liquidation thereof, Greyrock Bank shall be entitled to receive payment in full in cash of all of the Greyrock Senior Debt prior to the payment of all or any part of the Subordinated Debt, and in order to enable Greyrock Bank to enforce its rights hereunder in any such action or proceeding, Greyrock . Bank is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim against the Borrower on account of the Subordinated Debt as Greyrock Bank may deem expedient or proper and to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of the Greyrock Senior Debt. Creditor further agrees to execute and deliver to Greyrock Bank such assignments or other instruments as may be required by Greyrock Bank in order to enable Greyrock Bank to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt. Creditor shall endorse all notes and other written evidence of the Subordinated Debt with a statement that they are subordinated to the Greyrock Senior Debt pursuant to the terms of this agreement, in such form as Greyrock Bank shall require, and Creditor will exhibit the originals of such notes and other written evidence of the Subordinated Debt to Greyrock Bank so that Greyrock Bank can confirm that such endorsement has been made, but this Subordination Agreement shall be fully effective, even if no such endorsement is made. Any amounts received by Creditor contrary to the provisions of this Section shall be held in trust by Creditor for the benefit of Greyrock Bank and shall forthwith be paid over to Greyrock Bank to be applied to the Greyrock Bank debt in such order as Greyrock Bank in its sole discretion shall determine, without limiting any other right of Greyrock Bank hereunder or otherwise and without otherwise affecting the liability of Creditor.

Subordination of Debt. On and after the occurrence of an Acceleration Event only (referred to herein as the “Effective Date”), Creditor hereby subordinates payment by the Borrower of any and all indebtedness, liabilities, guarantees and other obligations Obligor of the Borrower to Creditor, now existing or hereafter arising * Subordinated Debt (collectively, the "Subordinated Debt"), as defined below) to the payment to GreyrockLender, in full in cash, of all indebtedness, liabilities, guarantees and other obligations of the Borrower Obligor to GreyrockLender, now existing or hereafter arising, including without limitation any interest accruing after the commencement of any bankruptcy, arrangement, or reorganization proceeding with respect to Borrower Obligor (whether or not such interest is recoverable from the Borrower Obligor or allowable or provable in any such proceeding) ), costs, expenses, penalties, indemnities, and reimbursement obligations (collectively, the "Greyrock Senior Debt"). Creditor represents and warrants that the Subordinated Debt ** the following: *Under the Promissory Note referred to below and all extensions, renewals and modifications thereof **consists of That certain Promissory Note dated December 31, 1998 in the original principal amount of $12,000,000, which has a present unpaid principal balance of $12,000,000. Creditor agrees not to ask for, demand, sue for, take or receive alx xr any part of the Subordinated Debt nor any security therefor, unless Unless and until all of the Greyrock Senior Debt has been indefeasibly paid and performed in full, in cash. Creditor further agrees that upon cash (after the passage of any distribution relevant preference period) and all obligations of the assets Lender to make loans or readjustment of extend other financial accommodations to the indebtedness of the Borrower whether by reason of liquidationObligor have terminated, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or Creditor agrees not to do any of the Subordinated Debtfollowing, directly or the application of the assets of the Borrower to the payment indirectly: ask for or liquidation thereof, Greyrock shall be entitled to receive payment in full in cash of all of the Greyrock Debt prior to the accept payment of all or any part of the Subordinated Debt, and in order to enable Greyrock to enforce its rights hereunder cash or other property or by set-off or in any such action other manner, demand, sxx for, accelerate the maturity of, or proceeding, Greyrock is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim against the Borrower on account of the Subordinated Debt as Greyrock may deem expedient or proper and to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of the Greyrock Debt. Creditor further agrees to execute and deliver to Greyrock such assignments or other instruments as may be required by Greyrock in order to enable Greyrock to otherwise enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt. Creditor shall endorse all notes and other written evidence , enforce any guaranty of any of the Subordinated Debt with a statement that they are subordinated to the Greyrock Debt pursuant to the terms of this agreementDebt, in such form as Greyrock shall require, and Creditor will exhibit the originals of such notes and other written evidence take any security for any of the Subordinated Debt to Greyrock so that Greyrock can confirm that such endorsement has been madeDebt, but this Subordination Agreement shall be fully effective, even if no such endorsement is made. Any amounts received by Creditor contrary exercise any rights or remedies with respect to the provisions Subordinated Debt, judicially or non-judicially (including without limitation the commencement of this Section shall be held in trust by Creditor for any bankruptcy or insolvency proceeding against the benefit Obligor), or attempt to do any of Greyrock and shall forthwith be paid over to Greyrock to be applied to the Greyrock debt in such order as Greyrock in its sole discretion shall determine, without limiting any other right of Greyrock hereunder or otherwise and without otherwise affecting the liability of Creditorforegoing.

Subordination of Debt. Creditor hereby subordinates payment If Borrower is now or hereafter indebted to any joint venturer, partner, officer, or employee of Borrower, any person or entity affiliated with Borrower, or any Guarantor (each referred to herein as the "Subordinating Party") in any amount, the Borrower shall cause written subordination agreements to be furnished to Bank which have been duly executed by the Borrower of any and all indebtednessthe Subordinating Party, liabilities, guarantees and other obligations of under which the Borrower to Creditor, now existing or hereafter arising * and the Subordinating Party shall agree (collectively, the "Subordinated Debt"), to the payment to Greyrock, in full in cash, of i) that all indebtedness, liabilities, guarantees present and other future indebtedness and obligations of the Borrower to Greyrock, now existing or hereafter arising, including without limitation any interest accruing after the commencement of any bankruptcy, arrangement, or reorganization proceeding with respect to Borrower (whether or not such interest is recoverable from the Borrower or allowable or provable in any such proceeding) (collectively, the "Greyrock Debt"). Creditor represents and warrants that the Subordinated Debt ** the following: *Under the Promissory Note referred to below and all extensions, renewals and modifications thereof **consists of That certain Promissory Note dated December 31, 1998 in the original principal amount of $12,000,000, which has a present unpaid principal balance of $12,000,000. Creditor agrees not to ask for, demand, sue for, take or receive alx xr any part of the Subordinated Debt nor any security therefor, unless and until all of the Greyrock Debt has been paid and performed in full, in cash. Creditor further agrees that upon any distribution of the assets or readjustment of the indebtedness of the Borrower whether owing by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Debt, or the application of the assets of the Borrower to the payment or liquidation thereofSubordinating Party, Greyrock and all security interests created by the Borrower in favor of the Subordinating Party, are subordinate in right of payment, claim, and priority to all present and future indebtedness and obligations owing by the Borrower to Bank, and to all security interests created by the Borrower in favor of Bank, (ii) that no security interest in favor of the Subordinating Party shall be entitled foreclosed until the Loan and all such other indebtedness and obligations owing by the Borrower to receive payment Bank have been paid in full in cash of all of the Greyrock Debt prior to the payment of all or any part of the Subordinated Debtfull, and in order to enable Greyrock to enforce its rights hereunder in any such action (iii) that, if an event has occurred that, if not timely cured, would be an Event of Default under this Agreement, no payments of principal or proceeding, Greyrock is hereby irrevocably authorized and empowered in its sole discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim against interest shall be made by the Borrower on account the subordinated indebtedness to the Subordinating Party until the Event of Default is cured. The Borrower shall not prepay the Subordinated Debt as Greyrock may deem expedient subordinated debt, or proper and to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends way modify or other payments or disbursements made thereon in whatever form change the same may be paid or issued and to apply same on account of Borrower's repayment obligations under the Greyrock Debt. Creditor further agrees to execute and deliver to Greyrock such assignments or other instruments as may be required by Greyrock in order to enable Greyrock to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt. Creditor shall endorse all notes and other written evidence of the Subordinated Debt with a statement that they are subordinated to the Greyrock Debt pursuant to the terms of this agreement, in such form as Greyrock shall require, and Creditor will exhibit the originals of such notes and other written evidence of the Subordinated Debt to Greyrock so that Greyrock can confirm that such endorsement has been made, but this Subordination Agreement shall be fully effective, even if no such endorsement is made. Any amounts received by Creditor contrary to the provisions of this Section shall be held in trust by Creditor for the benefit of Greyrock and shall forthwith be paid over to Greyrock to be applied to the Greyrock debt in such order as Greyrock in its sole discretion shall determinea manner that would adversely affect the Borrower's ability to repay the Loan, without limiting any other right the prior written consent of Greyrock hereunder or otherwise and without otherwise affecting the liability of CreditorBank.