Common use of Subordination of Subordinated Debt Clause in Contracts

Subordination of Subordinated Debt. (i) Until all Senior Debt shall have been Paid in Full, no payment in cash or other property or otherwise (other than Reorganization Subordinated Securities) and other than the issuance of common stock of the Company upon conversions of the Subordinated Debentures) on account of any Subordinated Debt shall be made by or on behalf of the Obligors, and the Subordinated Lender will not ask, demand, xxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligors if, at the time of payment or immediately after giving effect thereto there shall have occurred and be continuing an Event of Default (as defined in any Senior Documents) which Event of Default arises out of the failure to make any payment with respect to any Senior Indebtedness. (ii) Upon (i) any acceleration of the principal amount due on any Subordinated Debt or (ii) any payment or distribution of assets of any Obligor, of any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), following commencement of a Bankruptcy Case, all amounts due or to become due upon all Senior Debt shall first be Paid in Full, before any payment is made on account of any of the Subordinated Debt; and following commencement of a Bankruptcy Case, any payment or distribution of assets of any Obligor any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall be paid by Obligors or any other person making such payment or distribution, or by the Subordinated Lender if received by it, directly to the Senior Agent, for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), to the extent necessary to result in all Senior Debt being Paid in Full, before any payment or distribution is made to the Subordinated Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect the Subordinated Debt for the account of the Senior Agent and the Senior Lenders and to file appropriate claims or proofs of claim with respect thereto, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. (iv) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement shall be received by the Subordinated Lender before all Senior Debt is Paid in Full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to or delivered to, the Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), until all such Senior Debt shall have been Paid in Full. (v) No payment or distribution to the Senior Agent or the Senior Lenders pursuant to the provisions of this Agreement shall entitle the Subordinated Lender to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until all Senior Debt shall have been Paid in Full. After the Senior Debt has been Paid in Full, the Subordinated Lender shall be subrogated to the rights of the Senior Agent and the Senior Lenders to receive payments or distributions of assets of the Obligors applicable to the Senior Debt until all amounts owing in respect of the Subordinated Debt shall be Paid in Full, and for the purpose of such subrogation, no such payments or distributions to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among the Company, their creditors other than the Senior Agent and the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other hand.

Subordination of Subordinated Debt. (a) Each Subordinated Lender hereby subordinates any and all claims now or hereafter owing to it by the Debtors, or any of them, under all or any portion of the Subordinated Debt to any and all Senior Debt (including, without limitation, interest, fees, costs or other payments on the Senior Debt paid or accrued after the commencement of an Insolvency Proceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to any Insolvency Proceeding), and agrees that all Senior Debt shall be paid in full in cash to the satisfaction of the Lender Group and the Commitments shall be terminated before any payment may be made on the Subordinated Debt, whether of principal or interest or other indebtedness or other obligations. (b) Each Subordinated Lender agrees not to accept, and waives any and all rights to, any payment of any kind or form of the Subordinated Debt (from the Debtors or otherwise) nor make any transfer to third parties not party to this Agreement or take any other action, in any case, designed to secure indirectly from the Debtors any payment on account of the Subordinated Debt without the express, prior written consent of the Agent, and each Subordinated Lender agrees to pay over to the Agent any funds that may be received by it from the Debtors (i) Until all as a prepayment at any time or (ii) as a payment on account of the Subordinated Debt at any time until the Senior Debt has been paid in full in cash to the satisfaction of the Lender Group and the Commitments have been terminated. In case any funds shall be paid or delivered to a Subordinated Lender under the circumstances described in clause (i) or (ii) of the preceding sentence before the Senior Debt shall have been Paid paid in Full, no payment full in cash or other property or otherwise (other than Reorganization Subordinated Securities) and other than to the issuance of common stock satisfaction of the Company upon conversions of Lender Group and the Commitments have been terminated, such funds shall be held in trust by such Subordinated Debentures) on account of Lender for and immediately paid and delivered to the Agent (in the form received endorsed over to the Agent). Each Subordinated Lender further agrees not to sell, assign, transfer or endorse any Subordinated Debt shall be made by or on behalf of the Obligors, and the Subordinated Lender will not ask, demand, xxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligors if, at the time of payment or immediately after giving effect thereto there shall have occurred and be continuing an Event of Default (as defined in any Senior Documents) which Event of Default arises out of the failure to make any payment with respect to any Senior Indebtednessother Person except subject to the terms and conditions of this Agreement. (iic) Upon (i) any acceleration Each Subordinated Lender agrees that the priority of the principal amount due on Senior Debt set forth above shall continue during any insolvency, receivership, bankruptcy, dissolution, liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against the Debtors, or any of them, under any bankruptcy or insolvency law or laws, federal or state, relating to the relief of debtors of any jurisdiction, whether now or hereafter in effect, and in any out-of-court composition, assignment for the benefit of creditors, readjustment of indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, an "Insolvency Proceeding"). In the event of any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property, assets or business of the Debtors, or the proceeds thereof, or any securities of the Debtors, to any Subordinated Debt Lender, by reason of any liquidation, dissolution or (ii) other winding up of any Debtor or its business or by reason of any sale or Insolvency Proceeding, then any such payment or distribution of assets of any Obligor, of any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities)securities, following commencement that, but for the subordination provisions of a Bankruptcy Casethis Section 2, all amounts due would otherwise be payable or to become due deliverable upon all Senior Debt shall first be Paid or in Full, before any payment is made on account of any respect of the Subordinated Debt; and following commencement of a Bankruptcy Case, any payment or distribution of assets of any Obligor any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall instead be paid by Obligors over or any other person making such payment or distribution, or by the Subordinated Lender if received by it, delivered directly to the Senior Agent, for the benefit Agent to be applied as payment of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement)Debt, to the extent necessary to result in all repay the Senior Debt being Paid in Full, before remaining unpaid after giving effect to any concurrent payment or distribution is made to the Subordinated Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect Agent. Furthermore, no holder of the Subordinated Debt for shall receive any such payment or distribution or any benefit therefrom until the account Senior Debt has been fully paid in cash to the satisfaction of the Senior Agent Lender Group and the Senior Lenders and to file appropriate claims or proofs of claim with respect theretoCommitments have been terminated, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all after which time such payments or distributions which may be payable or deliverable upon or with respect applied to payment of the Subordinated Debt. (ivd) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement shall be received by the Subordinated Lender before all Senior Debt is Paid in Full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to or delivered to, the Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), until all such Senior Debt shall have been Paid in Full. (v) No payment or distribution to the Senior Agent or the Senior Lenders pursuant Subject to the provisions of this Agreement shall entitle Agreement, the Subordinated Lender to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until all Senior Debt Agent shall have been Paid in Full. After the Senior Debt has been Paid in Full, the Subordinated Lender shall be subrogated sole right to the rights control all aspects of liquidation of the Senior Agent Collateral and disposition of the proceeds thereof, including all proceedings pertaining thereto under any Insolvency Proceeding and the Senior Lenders to receive payments or distributions approval of assets any plan of reorganization of the Obligors applicable to the Senior Debt until all amounts owing in respect Debtors, or any of the Subordinated Debt shall be Paid in Fullthem, and for the purpose of such subrogation, no such payments or distributions to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among the Company, their creditors other than the Senior Agent and the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other handthereunder.

Subordination of Subordinated Debt. (ia) Until The Subordinated Lender hereby subordinates any and all claims now or hereafter owing to it by the Borrower under the Subordinated Debt to any and all Senior Debt (including, without limitation, interest, fees, costs or other payments on the Senior Debt paid or accrued after the commencement of an Insolvency Proceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to any Insolvency Proceeding), and agrees that, except as set forth in Section 2(b) below, all Senior Debt shall have been Paid be paid in Fullfull in cash and the Commitments shall be terminated before any payment may be made on the Subordinated Debt, no whether of principal or interest or other indebtedness or other obligations. (b) At all times prior to the payment in full in cash or other property or otherwise of the Senior Debt (other than Reorganization Subordinated Securitiesas evidenced by the cancellation of the Loan Agreement by the Agent) and other than the issuance of common stock termination of the Company upon conversions Commitments, the Subordinated Lender agrees not to accept any payment of the Subordinated DebenturesDebt (from the Borrower or otherwise) nor make any transfer to third parties not party to this Agreement or take any other action designed to secure, indirectly, from the Borrower any payment on account of any the Subordinated Debt shall be made by or on behalf without the express, prior written consent of the ObligorsAgent, and the Subordinated Lender will not askagrees to pay over to the Agent any funds that may be received by it from the Borrower as a prepayment or repayment at any time on account of principal, demandinterest, xxx forfees or otherwise on the Subordinated Debt; provided, takehowever, or receive any that the Borrower may make (i) regularly scheduled payments of principal on Note A-5 if (A) no Event of Default has occurred and is continuing, and (B) the Borrower has demonstrated to the satisfaction of the Agent that, after giving effect to each such payment, directly or indirectly, from or on behalf Excess Availability (after subtracting the amount of any payables of the Obligors ifBorrower which are more than 60 days past due) is $10,000,000 or more, at and (ii) the time Borrower may make regularly scheduled payments of payment or immediately interest on Note A-5 if (A) no Event of Default has occurred and is continuing, and (B) the Borrower has demonstrated to the satisfaction of the Agent that, after giving effect thereto there shall have occurred and be continuing an Event to each such payment, Excess Availability (after subtracting the amount of Default (as defined in any Senior Documents) which Event of Default arises out payables of the failure to Borrower which are more than 60 days past due) is $2,000,000 or more; notwithstanding the foregoing, however, in the event Excess Availability (after subtracting the amount of any payables of the Borrower which are more than 60 days past due) is less than $2,000,000 at any time, the Borrower may not make any payment regularly scheduled payments of interest on Note A-5 after such event unless and until the Borrower has demonstrated to the satisfaction of the Agent that the Borrower has maintained Excess Availability (after subtracting the amount of any payables of the Borrower which are more than 60 days past due) of $2,000,000 or more for a period of 90 consecutive days after such event. Notwithstanding anything to the contrary contained herein, and subject to the provisions of the Loan Agreement (including, without limitation, Article 7 thereof), the Borrower may refinance and pay in full Note A-5 with respect the proceeds of new subordinated debt provided by an Affiliate of the Borrower (“Replacement Subordinated Debt”) with the prior written consent of the Agent, on terms and conditions acceptable to the Agent, and subject to a subordination agreement in form and substance similar to this Agreement and other documents, in form and substance satisfactory to the Agent. In case any Senior Indebtednessfunds shall be paid or delivered to the Subordinated Lender in violation of this paragraph, such funds shall be held in trust by the Subordinated Lender for and immediately paid and delivered to the Agent (in the form received endorsed over to the Agent). The Subordinated Lender further agrees not to sell, assign, transfer or endorse any Subordinated Debt to anyone except subject to the terms and conditions of this Agreement. (iic) Upon (i) any acceleration The Subordinated Lender agrees that the priority of the principal amount due on Senior Debt set forth above shall continue during any insolvency, receivership, bankruptcy, dissolution, liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against the Borrower, under any bankruptcy or insolvency law or laws, federal or state relating to the relief of debtors of any jurisdiction, whether now or hereafter ill effect, and in any out-of-court composition, assignment for the benefit of creditors, readjustment of indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, an “Insolvency Proceeding”). In the event of any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property, assets or business of the Borrower, or the proceeds thereof, or any securities of the Borrower, to the Subordinated Debt Lender, by reason of any liquidation, dissolution or (ii) other winding up of the Borrower or its business or by reason of any sale or Insolvency Proceeding, then any such payment or distribution of assets of any Obligor, of any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities)securities, following commencement which, but for the subordination provisions of a Bankruptcy Casethis Section 2, all amounts due would otherwise be payable or to become due deliverable upon all Senior Debt shall first be Paid or in Full, before any payment is made on account of any respect of the Subordinated Debt; and following commencement of a Bankruptcy Case, any payment or distribution of assets of any Obligor any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall instead be paid by Obligors over or any other person making such payment or distribution, or by the Subordinated Lender if received by it, delivered directly to the Senior Agent, for application to the benefit payment of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement)Debt, to the extent necessary to result in all Senior Debt being Paid in Full, before any make payment or distribution is made to the Subordinated Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect the Subordinated Debt for the account of the Senior Agent and the Senior Lenders and Debt remaining unpaid after giving effect to file appropriate claims or proofs of claim with respect thereto, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. (iv) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement shall be received by the Subordinated Lender before all Senior Debt is Paid in Full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to or delivered to, the Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), until all such Senior Debt shall have been Paid in Full. (v) No concurrent payment or distribution to the Senior Agent or the Senior Lenders pursuant to the provisions Agent, and no holder of this Agreement shall entitle the Subordinated Lender to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until all Senior Debt shall have been Paid in Full. After receive any such payment or distribution or any benefit therefrom to such extent until the Senior Debt has been Paid fully paid in Full, the Subordinated Lender shall be subrogated to the rights of the Senior Agent cash and the Senior Lenders to receive payments or distributions of assets of the Obligors applicable to the Senior Debt until all amounts owing in respect of the Subordinated Debt shall be Paid in Full, and for the purpose of such subrogation, no Commitments have been terminated after which such payments or distributions may be applied to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf payment of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among the Company, their creditors other than the Senior Agent and the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other hand.

Subordination of Subordinated Debt. (a) The payment of any and all of the Subordinated Debt is hereby expressly subordinated to the prior payment of the Senior Debt to the extent and in the manner set forth herein. (b) Notwithstanding anything contained in subparagraph (c) below, in the event of (i) Until any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, assignment for the benefit of creditors, or other similar proceeding relative to the Company or any of its creditors, as such, or its properties, or (ii) any proceeding for the voluntary liquidation, dissolution or other winding up of the Company, and whether or not involving insolvency or bankruptcy proceedings, then and in any such event: (A) all Senior Debt shall first be paid in full before any payment or distribution of any character, whether in cash, securities, obligations or other property, shall be made in respect of the Subordinated Debt; (B) any payment or distribution of any character, whether in cash, securities, obligations or other property, which would otherwise (but for the terms hereof) be payable or deliverable in respect of the Subordinated Debt (including any payment or distribution in respect of the Subordinated Debt by reason of any other indebtedness of the Company being subordinated to the Subordinated Debt), shall be paid or delivered directly to Signature, or its representative, until all Senior Debt shall have been Paid paid in Full, no payment in cash or other property or otherwise (other than Reorganization Subordinated Securities) and other than the issuance of common stock of the Company upon conversions of the Subordinated Debentures) on account of any Subordinated Debt shall be made by or on behalf of the Obligorsfull, and the Subordinated Lender will not ask, demand, xxx for, takeLender, or any other holder of the Subordinated Debt, irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and deliveries; (C) the Subordinated Lender may file one or more proofs of claim in such proceeding with respect to the Subordinated Debt; provided, that the Subordinated Lender shall not be entitled to receive payment of its claims prior to payment in full of the Senior Debt, and, in the event of any distribution to the Subordinated Lender with respect to the Subordinated Debt at a time when any Senior Debt remains unpaid, the Subordinated Lender shall pay over such distribution to Signature to be applied by Signature in reduction of the Senior Debt; (D) the Subordinated Lender may appear and be heard on any matter relating to its claim in any such proceeding, but shall not seek to assert rights contrary to the provisions of this Agreement. The Subordinated Lender irrevocably agrees that Signature may vote the claim of the Subordinated Debt in any such proceeding in connection with any matter requiring the vote of creditors in any manner which it desires, and that if, contrary to the provisions of this Agreement, it shall be determined that the Subordinated Lender may vote its own claim, it shall not vote in favor of any plan that would cause the Subordinated Lender to receive any such payment, directly or indirectly, from or on behalf payment prior to the payment in full and in cash of the Obligors if, at Senior Debt; and (E) If the Subordinated Lender fails to file a proof of claim within thirty days prior to the expiration of the time period within which creditors must file their proofs of claim or take any other action advisable to preserve its claim against the Company within thirty days prior to the relevant bar date or other time limit, Signature may file such claim or take such action as the Subordinated Lender's attorney-in-fact. (c) Until the Senior Debt shall have been irrevocably paid in full, the Company shall not make and the Subordinated Lender shall not receive, accept or retain any direct or indirect payment or immediately reduction (whether by way of loan, set-off or otherwise) in respect of: all or any portion of the principal of, or any other amount payable under or in respect of, the Subordinated Debt whether such principal or other amount of the Subordinated Debt shall have become payable on the maturity of the installment or installments thereof provided for in the Subordinated Note, by acceleration, by the exercise of any rights of the Subordinated Lender or otherwise; provided, however, that (i) the Company may make and the Subordinated Lender may receive, accept and retain regularly scheduled payments of (1) principal, provided that the first such scheduled payment of principal may not occur or be made at any time prior to March 31, 2010 and may not be in an amount in excess of $2,500,000 (notwithstanding anything contained in this Agreement or in any other Agreement to the contrary), and (2) interest (each such scheduled principal or interest payment date, a “Subordinated Debt Payment Date” and such scheduled payments, collectively, the “Scheduled Payments”), if on or prior to any such Subordinated Debt Payment Date, and if after giving effect thereto there to the payment of such amount, an Event of Default, as defined or specified in the Credit Agreement (hereinafter referred to as an “Event of Default”), shall not have occurred and be continuing an Event of Default or will not occur and be continuing; and (as defined ii) notwithstanding anything to the contrary herein, all interest or other payments on Subordinated Debt that are payable in kind or any Senior Documents) which Event of Default arises out of default amounts under the failure Subordinated Debt that the Subordinated Lender elects to make any payment with respect to any Senior Indebtednessbe payable in kind may be received, accepted and retained by the Subordinated Lender without restriction. (iid) Upon (i) In the event that a payment of principal, interest or any acceleration other amount on, under or in respect of the principal amount due on any Subordinated Debt or (ii) any is not prohibited under this Agreement at the time it is due, such payment or distribution of assets of any Obligormay be made by the Company, of any kind or characterand accepted, whether in cash, property or securities (other than Reorganization Subordinated Securities), following commencement of a Bankruptcy Case, all amounts due or to become due upon all Senior Debt shall first be Paid in Full, before any payment is made on account of any of received and retained by the Subordinated Debt; Lender, but only upon, subject and following commencement pursuant to the terms and provisions, including, without limitation, the dates, amounts and rate of a Bankruptcy Caseprincipal and interest payments, as are set forth in the Subordinated Transaction Documents as in effect on the date of this Agreement (or as the same may be amended pursuant to the terms hereunder). (e) If, notwithstanding the provisions of this Agreement, any payment or distribution of assets of any Obligor any kind or character, character (whether in cash, property securities, or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall be paid by Obligors property) or any other person making such payment or distribution, or by the Subordinated Lender if received by it, directly to the Senior Agent, for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), to the extent necessary to result in all Senior Debt being Paid in Full, before any payment or distribution is made to the Subordinated Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect the Subordinated Debt for the account of the Senior Agent and the Senior Lenders and to file appropriate claims or proofs of claim with respect thereto, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. (iv) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement security shall be received by the Subordinated Lender in contravention of the terms of this Agreement or as a result of an Enforcement Action, and before all Senior Debt is Paid shall have been paid in Fullfull, such payment payment, distribution or distribution security shall not be commingled with any asset of the Subordinated Lender, shall be held in trust for the benefit of, and shall shall, within five Business Days of the Subordinated Lender’s receipt thereof, be paid over to or delivered or transferred to, Signature, or its representative, for application to the payment of all Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement)Debt remaining unpaid, until all such of the Senior Debt shall have been Paid paid in Fullfull. (vf) No payment or distribution The Subordinated Lender shall, simultaneously with the execution and delivery of this Agreement, cause a conspicuous legend to be placed on the Subordinated Note to the Senior Agent following effect: THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF MARCH 31, 2008, BY AND AMONG THE CENTER FOR WOUND HEALING, INC., A NEVADA CORPORATION, SIGNATURE BANK, BISON CAPITAL EQUITY PARTNERS II-A, L.P., A DELAWARE LIMITED PARTNERSHIP, AND BISON CAPITAL EQUITY PARTNERS II-B, L.P., A DELAWARE LIMITED PARTNERSHIP, AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF SUCH AGREEMENT. (g) This Agreement, without further reference shall pass to and may be relied on and enforced by any transferee or the Senior Lenders pursuant to the provisions of this Agreement shall entitle the Subordinated Lender to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until all Senior Debt shall have been Paid in Full. After the Senior Debt has been Paid in Full, the Subordinated Lender shall be subrogated to the rights subsequent holder of the Senior Agent and Debt. In the Senior Lenders to receive payments event of any proposed sale, assignment, disposition or distributions other transfer of assets of the Obligors applicable to the Senior Debt until all amounts owing in respect or any portion of the Subordinated Debt shall be Paid in FullDebt, and for the purpose of such subrogation, no such payments or distributions to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among prior to the Companyconsummation of any such action, their creditors other than cause the transferee thereof to execute and deliver to Signature an agreement (substantially identical with this Agreement) providing for the continued subordination of such Subordinated Debt to the Senior Agent Debt as provided herein and for the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account continued effectiveness of all of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other handSignature arising under this Agreement.

Subordination of Subordinated Debt. (a) The payment of any and all of the Subordinated Debt is hereby expressly subordinated to the prior payment of the Senior Debt to the extent and in the manner set forth herein. (b) Notwithstanding anything contained in subparagraph (c) below, in the event of (i) Until any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, assignment for the benefit of creditors, or other similar proceeding relative to the Company or any of its creditors, as such, or its properties, or (ii) any proceeding for the voluntary liquidation, dissolution or other winding up of the Company, and whether or not involving insolvency or bankruptcy proceedings, then and in any such event: (A) all Senior Debt shall first be paid in full before any payment or distribution of any character, whether in cash, securities, obligations or other property, shall be made in respect of the Subordinated Debt; (B) any payment or distribution of any character, whether in cash, securities, obligations or other property, which would otherwise (but for the terms hereof) be payable or deliverable in respect of the Subordinated Debt (including any payment or distribution in respect of the Subordinated Debt by reason of any other indebtedness of the Company being subordinated to the Subordinated Debt), shall be paid or delivered directly to Signature, or its representative, until all Senior Debt shall have been Paid paid in Full, no payment in cash or other property or otherwise (other than Reorganization Subordinated Securities) and other than the issuance of common stock of the Company upon conversions of the Subordinated Debentures) on account of any Subordinated Debt shall be made by or on behalf of the Obligorsfull, and the Subordinated Lender will not ask, demand, xxx for, takeLender, or any other holder of the Subordinated Debt, irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and deliveries; (C) the Subordinated Lender may file one or more proofs of claim in such proceeding with, respect to the Subordinated Debt; provided, that the Subordinated Lender shall not be entitled to receive payment of its claims prior to payment in full of the Senior Debt, and, in the event of any distribution to the Subordinated Lender with respect to the Subordinated Debt at a time when any Senior Debt remains unpaid, the Subordinated Lender shall pay over such distribution to Signature to be applied by Signature in reduction of the Senior Debt; (D) the Subordinated Lender may appear and be heard on any matter relating to its claim in any such proceeding, but shall not seek to assert rights contrary to the provisions of this Agreement, The Subordinated Lender irrevocably agrees that Signature may vote the claim of the Subordinated Debt in any such proceeding in connection with any matter requiring the vote of creditors in any manner which it desires, and that if, contrary to the provisions of this Agreement, it shall be determined that the Subordinated Lender may vote its own claim, it shall not vote in favor of any plan that would cause the Subordinated Lender to receive any such payment, directly or indirectly, from or on behalf payment prior to the payment in full and in cash of the Obligors if, at Senior Debt; and (E) If the Subordinated Lender fails to file a proof of claim within thirty days prior to the expiration of the time period within which creditors must file their proofs of claim or take any other action advisable to preserve its claim against the Company within thirty days prior to the relevant bar date or other time limit, Signature may file such claim or take such action as the Subordinated Lender’s attorney-in-fact. (c) Until the Senior Debt shall have been irrevocably paid in full, the Company shall not make and the Subordinated Lender shall not receive, accept or retain any direct or indirect payment or immediately reduction (whether by way of loan, set-off or otherwise) in respect of: all or any portion of the principal of, or any other amount payable under or in respect of, the Subordinated Debt whether such principal or other amount of the Subordinated Debt shall have become payable on the maturity of the installment or installments thereof provided for in the Subordinated Note, by acceleration, by the exercise of any rights of the Subordinated Lender or otherwise; provided, however, that (i) the Company may make and the Subordinated Lender may receive, accept and retain regularly scheduled payments of (1) principal, provided that the first such scheduled payment of principal may not occur or be made at any time prior to March 31, 2010 and may not be in an amount in excess of $2,500,000 (notwithstanding anything contained in this Agreement or in any other Agreement to the contrary), and (2) interest (each such scheduled principal or interest payment date, a “Subordinated Debt Payment Date” and such scheduled payments, collectively, the “Scheduled Payments”), if on or prior to any such Subordinated Debt Payment Date, and if after giving effect thereto there to the payment of such amount, an Event of Default, as defined or specified in the Credit Agreement (hereinafter referred to as an “Event of Default”), shall not have occurred and be continuing an Event of Default or will not occur and be continuing; and (as defined ii) notwithstanding anything to the contrary herein, all interest or other payments on Subordinated Debt that are payable in kind or any Senior Documents) which Event of Default arises out of default amounts under the failure Subordinated Debt that the Subordinated Lender elects to make any payment with respect to any Senior Indebtednessbe payable in kind may be received, accepted and retained by the Subordinated Lender without restriction. (iid) Upon (i) In the event that a payment of principal, interest or any acceleration other amount on, under or in respect of the principal amount due on any Subordinated Debt or (ii) any is not prohibited under this Agreement at the time it is due, such payment or distribution of assets of any Obligormay be made by the Company, of any kind or characterand accepted, whether in cash, property or securities (other than Reorganization Subordinated Securities), following commencement of a Bankruptcy Case, all amounts due or to become due upon all Senior Debt shall first be Paid in Full, before any payment is made on account of any of received and retained by the Subordinated Debt; Lender, but only upon, subject and following commencement pursuant to the terms and provisions, including, without limitation, the dates, amounts and rate of a Bankruptcy Caseprincipal and interest payments, as are set forth in the Subordinated Transaction Documents as in effect on the date of this Agreement (or as the same may be amended pursuant to the terms hereunder). (e) If, notwithstanding the provisions of this Agreement, any payment or distribution of assets of any Obligor any kind or character, character (whether in cash, property securities, or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall be paid by Obligors property) or any other person making such payment or distribution, or by the Subordinated Lender if received by it, directly to the Senior Agent, for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), to the extent necessary to result in all Senior Debt being Paid in Full, before any payment or distribution is made to the Subordinated Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect the Subordinated Debt for the account of the Senior Agent and the Senior Lenders and to file appropriate claims or proofs of claim with respect thereto, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. (iv) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement security shall be received by the Subordinated Lender in contravention of the terms of this Agreement or as a result of an Enforcement Action, and before all Senior Debt is Paid shall have been paid in Fullfull, such payment payment, distribution or distribution security shall not be commingled with any asset of the Subordinated Lender, shall be held in trust for the benefit of, and shall shall, within five Business Days of the Subordinated Lender’s receipt thereof, be paid over to or delivered or transferred to, Signature, or its representative, for application to the payment of all Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement)Debt remaining unpaid, until all such of the Senior Debt shall have been Paid paid in Fullfull. (vf) No payment or distribution The Subordinated Lender shall, simultaneously with the execution and delivery of this Agreement, cause a conspicuous legend to be placed on the Subordinated Note to the Senior Agent following effect: THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF MARCH 31, 2008, BY AND AMONG THE CENTER FOR WOUND HEALING, INC., A NEVADA CORPORATION, SIGNATURE BANK, BISON CAPITAL EQUITY PARTNERS II-A, L.P., A DELAWARE LIMITED PARTNERSHIP, AND BISON CAPITAL EQUITY PARTNERS II-B, L.P., A DELAWARE LIMITED PARTNERSHIP, AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF SUCH AGREEMENT. (g) This Agreement, without further reference shall pass to and may be relied on and enforced by any transferee or the Senior Lenders pursuant to the provisions of this Agreement shall entitle the Subordinated Lender to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until all Senior Debt shall have been Paid in Full. After the Senior Debt has been Paid in Full, the Subordinated Lender shall be subrogated to the rights subsequent holder of the Senior Agent and Debt. In the Senior Lenders to receive payments event of any proposed sale, assignment, disposition or distributions other transfer of assets of the Obligors applicable to the Senior Debt until all amounts owing in respect or any portion of the Subordinated Debt shall be Paid in FullDebt, and for the purpose of such subrogation, no such payments or distributions to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among prior to the Companyconsummation of any such action, their creditors other than cause the transferee thereof to execute and deliver to Signature an agreement (substantially identical with this Agreement) providing for the continued subordination of such Subordinated Debt to the Senior Agent Debt as provided herein and for the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account continued effectiveness of all of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other handSignature arising under this Agreement.

Subordination of Subordinated Debt. (a) The Subordinated Lender hereby subordinates any and all claims now or hereafter owing to it by the Borrowers, or either of them, under all or any portion of the Subordinated Debt to any and all Senior Debt (including, without limitation, interest, fees, costs or other payments on the Senior Debt paid or accrued after the commencement of an Insolvency Proceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to any Insolvency Proceeding), and agrees that all Senior Debt shall be paid in full in cash to the satisfaction of the Senior Lender and the Commitments shall be terminated before any payment may be made on the Subordinated Debt, whether of principal or interest or other indebtedness or other obligations. (b) The Subordinated Lender agrees not to accept, and waives any and all rights to, any payment of any kind or form of the Subordinated Debt (from the Borrowers or otherwise) nor make any transfer to third parties not party to this Agreement or take any other action, in any case, designed to secure indirectly from the Borrowers any payment on account of the Subordinated Debt without the express, prior written consent of the Senior Lender, and the Subordinated Lender agrees to pay over to the Senior Lender any funds that may be received by it from the Borrowers (i) Until all as a prepayment at any time or (ii) as a payment on account of the Subordinated Debt at any time until the Senior Debt has been paid in full in cash to the satisfaction of the Senior Lender and the Commitments have been terminated. In case any funds shall be paid or delivered to the Subordinated Lender under the circumstances described in clause (i) or (ii) of the preceding sentence before the Senior Debt shall have been Paid paid in Full, no payment full in cash or other property or otherwise (other than Reorganization Subordinated Securities) and other than to the issuance of common stock satisfaction of the Company upon conversions of Senior Lender and the Commitments have been terminated, such funds shall be held in trust by the Subordinated Debentures) on account of Lender for and immediately paid and delivered to the Senior Lender (in the form received endorsed over to the Senior Lender). The Subordinated Lender further agrees not to sell, assign, transfer or endorse any Subordinated Debt shall be made by or on behalf of the Obligors, and the Subordinated Lender will not ask, demand, xxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligors if, at the time of payment or immediately after giving effect thereto there shall have occurred and be continuing an Event of Default (as defined in any Senior Documents) which Event of Default arises out of the failure to make any payment with respect to any Senior Indebtednessother Person except subject to the terms and conditions of this Agreement. (iic) Upon (i) any acceleration The Subordinated Lender agrees that the priority of the principal amount due on Senior Debt set forth above shall continue during any insolvency, receivership, bankruptcy, dissolution, liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against the Borrowers, or either of them, under any bankruptcy or insolvency law or laws, federal or state relating to the relief of debtors of any jurisdiction, whether now or hereafter in effect, and in any out-of-court composition, assignment for the benefit of creditors, readjustment of indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, an “Insolvency Proceeding”). In the event of any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property, assets or business of the Borrowers, or the proceeds thereof, or any securities of the Borrowers, to the Subordinated Debt Lender, by reason of any liquidation, dissolution or (ii) other winding up of the any Borrower or its business or by reason of any sale or Insolvency Proceeding, then any such payment or distribution of assets of any Obligor, of any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities)securities, following commencement that, but for the subordination provisions of a Bankruptcy Casethis Section 2, all amounts due would otherwise be payable or to become due deliverable upon all Senior Debt shall first be Paid or in Full, before any payment is made on account of any respect of the Subordinated Debt; and following commencement of a Bankruptcy Case, any payment or distribution of assets of any Obligor any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall instead be paid by Obligors over or any other person making such payment or distribution, or by the Subordinated Lender if received by it, delivered directly to the Senior Agent, for the benefit Lender to be applied as payment of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement)Debt, to the extent necessary to result in all repay the Senior Debt being Paid in Full, before remaining unpaid after giving effect to any concurrent payment or distribution is made to the Subordinated Senior Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect . Furthermore, no holder of the Subordinated Debt for shall receive any such payment or distribution or any benefit therefrom until the account Senior Debt has been fully paid in cash to the satisfaction of the Senior Agent Lender and the Senior Lenders and to file appropriate claims or proofs of claim with respect theretoCommitments have been terminated, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all after which time such payments or distributions which may be payable or deliverable upon or with respect applied to payment of the Subordinated Debt. (ivd) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement shall be received by the Subordinated Lender before all Senior Debt is Paid in Full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to or delivered to, the Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), until all such Senior Debt shall have been Paid in Full. (v) No payment or distribution to the Senior Agent or the Senior Lenders pursuant Subject to the provisions of this Agreement shall entitle Agreement, the Subordinated Senior Lender to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until all Senior Debt shall have been Paid in Full. After the Senior Debt has been Paid in Full, the Subordinated Lender shall be subrogated sole right to the rights control all aspects of liquidation of the Senior Agent Collateral and disposition of the proceeds thereof, including all proceedings pertaining thereto under any Insolvency Proceeding and the Senior Lenders to receive payments or distributions approval of assets any plan of reorganization of the Obligors applicable to the Senior Debt until all amounts owing in respect Borrowers, or either of the Subordinated Debt shall be Paid in Fullthem, and for the purpose of such subrogation, no such payments or distributions to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among the Company, their creditors other than the Senior Agent and the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other handthereunder.

Subordination of Subordinated Debt. (a) As of the date hereof and until the Termination Date, Subordinated Creditor subordinates any and all claims now or hereafter owing to it by Borrower under the Subordinated Debt to any and all claims of Agent, the Issuing Bank and the Lenders under the Obligations (including, without limitation, interest or other payments on the Obligations paid or accrued after the commencement of an Insolvency Proceeding) (as hereinafter defined), and payment of or for adequate protection pursuant to any Insolvency Proceeding, and, except as set forth in paragraph (b) below, agrees that all claims of the Lenders, the Issuing Bank and Agent shall be paid in full in cash or otherwise satisfied and the Commitments shall be terminated before any payment may be made on the Subordinated Debt, whether of principal or interest or other Indebtedness. (b) Except as set forth below in this paragraph (b), Subordinated Creditor agrees not to accept any payment of the Subordinated Debt nor make any transfer to third parties not party to this Agreement or take any other action designed to secure directly or indirectly from Borrower or any other Person any payment on account of the Subordinated Debt, without the express, prior written consent of Agent, and, except as set forth below in this paragraph (b), Subordinated Creditor agrees to pay over to Agent any funds that may be received by it from Borrower as a payment on account of the Subordinated Debt at any time prior to the Termination Date. Subordinated Creditor further agrees not to sell, assign, transfer or endorse any Subordinated Debt or Subordinated Lien to anyone except subject to the terms and conditions of this Agreement. Notwithstanding anything contained herein to the contrary, (i) Until all Senior provided no Default or Event of Default then exists or would be caused thereby, Borrower may (x) make payments of the Additional Unsecured Debt to the holders thereof, and (y) pay and Subordinated Creditor may receive payments of fees in connection with the Reimbursement Agreement to the extent permitted by Section 7.6 of the Credit Agreement and (ii) in any Insolvency Proceeding, Subordinated Creditor shall have been Paid in Fullbe entitled to receive and retain its share of any payment, no payment in cash security or other property or otherwise (other than Reorganization Subordinated Securities) and other than the issuance distribution payable to a class of common stock of the Company upon conversions of the Subordinated Debentures) unsecured creditors on account of any portion of the Subordinated Debt shall that is determined to be made an unsecured deficiency claim or by or on behalf way of subrogation to the Obligors, and the Subordinated Lender will not ask, demand, xxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligors if, at the time of payment or immediately after giving effect thereto there shall have occurred and be continuing an Event of Default (as defined in any Senior Documents) which Event of Default arises out of the failure to make any payment with respect to any Senior IndebtednessAdditional Unsecured Debt. (iic) Upon (i) any acceleration Subordinated Creditor agrees that the priority of the principal amount due on Obligations set forth above shall continue during any insolvency, receivership, bankruptcy, dissolution, liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against Borrower, under any bankruptcy or insolvency law or laws, federal or state relating to the relief of debtors of any jurisdiction, whether now or hereafter in effect, and in any out-of-court composition, assignment for the benefit of any creditor, readjustment of indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, "Insolvency Proceeding"). In the event of any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property, assets or business of Borrower, or the proceeds thereof, or any securities of Borrower, to Subordinated Debt Creditor, by reason of any liquidation, dissolution or (ii) other winding up of Borrower or its business or by reason of any sale or Insolvency Proceeding, then any such payment or distribution of assets of any Obligor, of any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities)securities, following commencement which, but for the subordination provisions of a Bankruptcy Casethis Section 2, all amounts due would otherwise be payable or to become due deliverable upon all Senior Debt shall first be Paid or in Full, before any payment is made on account of any respect of the Subordinated Debt; and following commencement of a Bankruptcy Case, any payment or distribution of assets of any Obligor any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall instead be paid by Obligors over or any other person making such payment or distribution, or by the Subordinated Lender if received by it, delivered directly to the Senior Agent, for application to the benefit payment of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement)Obligations, to the extent necessary to result in all Senior Debt being Paid in Full, before make payment of the Obligations remaining unpaid after giving effect to any concurrent payment or distribution is made to the Subordinated Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect the Subordinated Debt for the account of the Senior Agent and the Senior Lenders and to file appropriate claims or proofs of claim with respect theretoAgent, and (y) to collect and Subordinated Creditor shall not receive for the account of the Senior Agent and the Senior Lenders any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. (iv) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement shall be received by the Subordinated Lender before all Senior Debt is Paid in Full, such payment or distribution shall be held in trust for or any benefit therefrom to such extent until after the benefit of, and shall be paid over to or delivered to, the Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), until all such Senior Debt shall have been Paid in FullTermination Date. (vd) No payment or distribution to the Senior Agent or the Senior Lenders pursuant Subject to the provisions of this Agreement shall entitle the Subordinated Lender to exercise any rights of subrogationAgreement, contribution, reimbursement or indemnity in respect thereof until all Senior Debt Agent shall have been Paid in Full. After the Senior Debt has been Paid in Full, the Subordinated Lender shall be subrogated sole right to the rights control all aspects of liquidation of the Senior Agent Collateral and disposition of the proceeds thereof, including all proceedings pertaining thereto under any Insolvency Proceeding and the Senior Lenders to receive payments or distributions approval of assets any plan of the Obligors applicable to the Senior Debt until all amounts owing in respect reorganization of the Subordinated Debt shall be Paid in Full, and for the purpose of such subrogation, no such payments or distributions to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among the Company, their creditors other than the Senior Agent and the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other handBorrower thereunder.

Subordination of Subordinated Debt. (ia) Until all Senior Debt shall have been Paid in Full, no payment in cash or other property or otherwise (other than Reorganization Subordinated Securities) and other than the issuance of common stock of the Company upon conversions of the Subordinated Debentures) on account of any The Subordinated Debt shall be made by or on behalf subordinate and subject in right of payment, in all respects, to all Senior Debt. Except as provided in paragraph 2(b) hereof, until the indefeasible payment in full of the Obligorsoutstanding amount of all Senior Debt, including, without limitation, the outstanding principal of, and all accrued interest on, the Senior Loans and the LC Disbursements, and the expiration or termination of the Commitments and all Senior Letters of Credit (i) the Debtor shall make no payment in respect of, and the Subordinated Lender will shall not askaccept any payment from the Debtor on account of, demandthe Subordinated Debt or any portion thereof, xxx for(ii) the Debtor shall not purchase or otherwise acquire, takeand the Subordinated Lender shall not sell to the Debtor, the Subordinated Debt or receive any such paymentportion thereof, directly and (iii) the Debtor shall not permit any of its assets to be applied to the satisfaction or indirectlyacquisition of, from and the Subordinated Lender shall not resort to or on behalf have any recourse against any assets of the Obligors ifDebtor to satisfy, at the time of payment Subordinated Debt or any portion thereof. (b) Anything in this Agreement to the contrary notwithstanding, so long as immediately prior to and after giving effect thereto there shall have occurred and be continuing an exist no Default or Event of Default (as defined under the Credit Agreement and the Debtor shall be in any Senior Documents) which Event of Default arises out of compliance with the failure to make any payment with respect to any Senior Indebtedness. (ii) Upon financial covenants set forth in the Credit Agreement, the Debtor may (i) make payments or prepayments of principal in respect of any acceleration Discretionary SIMA Loans (but not in respect of any Mandatory SIMA Loans) and (b) pay interest on all Discretionary SIMA Loans and Mandatory SIMA Loans at a rate per annum not exceeding the rate specified in the Subordinated Credit Documents relating thereto. Nothing herein contained shall be deemed to permit any payments by the Debtor or out of its assets in respect of the principal amount due on of any Subordinated Mandatory SIMA Loans prior to the indefeasible payment in full of the Senior Debt and the expiration or termination of the Senior Letters of Credit and the Commitments. (iic) Upon any payment or distribution of assets of any Obligor, the Debtor of any kind or character, whether in cash, property or securities securities, to creditors of the Debtor upon any Creditor Proceeding with respect to the Debtor (i) all principal, interest and other than Reorganization Subordinated Securities), following commencement of a Bankruptcy Case, all amounts due or to become due upon all Senior Debt shall first be Paid indefeasibly paid in Full, full before any payment is made by the Debtor or out of its property on account of any of the Subordinated Debt; Debt and following commencement of a Bankruptcy Case, (ii) any payment or distribution of assets of any Obligor the Debtor of any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities)securities, to which the Subordinated Lender would be entitled, entitled except for the provisions hereof, of this paragraph 2 shall be paid by Obligors the Debtor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the relevant Subordinated Lender if received by it, directly to the Senior Agent, Agent (for the benefit of distribution to the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase AgreementCreditors), to the extent necessary to result in pay all Senior Debt being Paid in Fullfull after giving effect to any concurrent payment or distribution on the Senior Debt, before any payment or distribution out of the property of the Debtor is made on the Subordinated Debt. The Subordinated Lender agrees that in any Creditor Proceeding with respect to the Debtor, the Agent, as long as any amount of Senior Debt remains unpaid, shall have the right to vote in accordance with the instructions of the Majority Lenders any claim representing any Subordinated Debt on any matter on which creditors of the Debtor are entitled to vote (including, without limitation, on the selection or appointment of a trustee or receiver for the Debtor and on any plan of reorganization for the Debtor). The Subordinated Lender further agrees that if it fails to file a claim for the Subordinated Debt or any portion thereof in any such bankruptcy, reorganization, receivership, arrangement or similar proceeding of the Debtor, the Agent, so long as any amount of Senior Debt remains unpaid, shall have the right to do so in the name of the Subordinated Lender upon 3 days' prior written notice to the Subordinated Lender. (iiid) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect the Subordinated Debt for the account of the Senior Agent and the Senior Lenders and to file appropriate claims or proofs of claim with respect thereto, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. (iv) In the event that, notwithstanding the foregoing, If any payment or distribution of assets of the Debtor of any Obligorkind or character, whether in cash, property or securities, prohibited by this Agreement shall be received by the Subordinated Lender on account of the Subordinated Debt before all Senior Debt is Paid indefeasibly paid in Fullfull, which payment or distribution is inconsistent with the provisions of this paragraph 2, such payment or distribution shall be held in trust by the Subordinated Lender for the benefit ofof the Senior Creditors, and shall be paid over to or delivered to, to the Senior Agent (for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), until all such Senior Debt shall have been Paid in Full. (v) No payment or distribution to the Senior Agent or the Senior Lenders pursuant Creditors) to the provisions of this Agreement shall entitle the Subordinated Lender extent necessary to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until pay all Senior Debt shall have been Paid in Full. After full, after giving effect to any concurrent payment or distribution on the Senior Debt has been Paid in Full, the Debt. (e) The Subordinated Lender shall be subrogated and any receiver, trustee in bankruptcy, liquidating trustee or other person making payments to creditors of the Debtor pursuant to Section 2(b) or 2(d), may rely conclusively on any certification by the Agent as to the rights of the Senior Agent and the Senior Lenders to receive payments or distributions of assets of the Obligors applicable to the Senior Debt until all amounts owing in respect of the Subordinated Debt shall be Paid in Full, and for the purpose of such subrogation, no such payments or distributions to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among the Company, their creditors other than the Senior Agent and the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account outstanding amount of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Agent may relay conclusively on any certification of a holder of Senior Lenders on Debt as to the one hand, and the Subordinated Lender, on the other handamount of Senior Debt owing to such holder.

Subordination of Subordinated Debt. (a) Each Subordinated Lender hereby subordinates any and all claims now or hereafter owing to it by the Debtors, or any of them, under all or any portion of the Subordinated Debt to any and all Senior Debt (including, without limitation, interest, fees, costs or other payments on the Senior Debt paid or accrued after the commencement of an Insolvency Proceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to any Insolvency Proceeding), and agrees that all Senior Debt shall be paid in full in cash to the satisfaction of the Lender Group and the Commitments shall be terminated before any payment may be made on the Subordinated Debt, whether of principal or interest or other indebtedness or other obligations. (b) Each Subordinated Lender agrees not to accept, and waives any and all rights to, any payment of any kind or form of the Subordinated Debt (from the Debtors or otherwise) nor make any transfer to third parties not party to this Agreement or take any other action, in any case, designed to secure indirectly from the Debtors any payment on account of the Subordinated Debt without the express, prior written consent of the Agent, and each Subordinated Lender agrees to pay over to the Agent any funds that may be received by it from the Debtors (i) Until all as a prepayment at any time or (ii) as a payment on account of the Subordinated Debt at any time until the Senior Debt has been paid in full in cash to the satisfaction of the Lender Group and the Commitments have been terminated. In case any funds shall be paid or delivered to a Subordinated Lender under the circumstances described in clause (i) or (ii) of the preceding sentence before the Senior Debt shall have been Paid paid in Full, no payment full in cash or other property or otherwise (other than Reorganization Subordinated Securities) and other than to the issuance of common stock satisfaction of the Company upon conversions of Lender Group and the Commitments have been terminated, such funds shall be held in trust by such Subordinated Debentures) on account of Lender for and immediately paid and delivered to the Agent (in the form received endorsed over to the Agent). Each Subordinated Lender further agrees not to sell, assign, transfer or endorse any Subordinated Debt shall be made by or on behalf of the Obligors, and the Subordinated Lender will not ask, demand, xxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligors if, at the time of payment or immediately after giving effect thereto there shall have occurred and be continuing an Event of Default (as defined in any Senior Documents) which Event of Default arises out of the failure to make any payment with respect to any Senior Indebtednessother Person except subject to the terms and conditions of this Agreement. (iic) Upon (i) any acceleration Each Subordinated Lender agrees that the priority of the principal amount due on Senior Debt set forth above shall continue during any insolvency, receivership, bankruptcy, dissolution, LEGAL_US_W # 62526509.7 liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against the Debtors, or any of them, under any bankruptcy or insolvency law or laws, federal or state, relating to the relief of debtors of any jurisdiction, whether now or hereafter in effect, and in any out-of-court composition, assignment for the benefit of creditors, readjustment of indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, an “Insolvency Proceeding”). In the event of any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property, assets or business of the Debtors, or the proceeds thereof, or any securities of the Debtors, to any Subordinated Debt Lender, by reason of any liquidation, dissolution or (ii) other winding up of any Debtor or its business or by reason of any sale or Insolvency Proceeding, then any such payment or distribution of assets of any Obligor, of any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities)securities, following commencement that, but for the subordination provisions of a Bankruptcy Casethis Section 2, all amounts due would otherwise be payable or to become due deliverable upon all Senior Debt shall first be Paid or in Full, before any payment is made on account of any respect of the Subordinated Debt; and following commencement of a Bankruptcy Case, any payment or distribution of assets of any Obligor any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall instead be paid by Obligors over or any other person making such payment or distribution, or by the Subordinated Lender if received by it, delivered directly to the Senior Agent, for the benefit Agent to be applied as payment of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement)Debt, to the extent necessary to result in all repay the Senior Debt being Paid in Full, before remaining unpaid after giving effect to any concurrent payment or distribution is made to the Subordinated Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect Agent. Furthermore, no holder of the Subordinated Debt for shall receive any such payment or distribution or any benefit therefrom until the account Senior Debt has been fully paid in cash to the satisfaction of the Senior Agent Lender Group and the Senior Lenders and to file appropriate claims or proofs of claim with respect theretoCommitments have been terminated, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all after which time such payments or distributions which may be payable or deliverable upon or with respect applied to payment of the Subordinated Debt. (ivd) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement shall be received by the Subordinated Lender before all Senior Debt is Paid in Full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to or delivered to, the Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), until all such Senior Debt shall have been Paid in Full. (v) No payment or distribution to the Senior Agent or the Senior Lenders pursuant Subject to the provisions of this Agreement shall entitle Agreement, the Subordinated Lender to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until all Senior Debt Agent shall have been Paid in Full. After the Senior Debt has been Paid in Full, the Subordinated Lender shall be subrogated sole right to the rights control all aspects of liquidation of the Senior Agent Collateral and disposition of the proceeds thereof, including all proceedings pertaining thereto under any Insolvency Proceeding and the Senior Lenders to receive payments or distributions approval of assets any plan of reorganization of the Obligors applicable to the Senior Debt until all amounts owing in respect Debtors, or any of the Subordinated Debt shall be Paid in Fullthem, and for the purpose of such subrogation, no such payments or distributions to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among the Company, their creditors other than the Senior Agent and the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other handthereunder.

Subordination of Subordinated Debt. (a) The Subordinated Lender hereby subordinates any and all claims now or hereafter owing to it by the Borrowers, or either of them, under all or any portion of the Subordinated Debt to any and all Senior Debt (including, without limitation, interest, fees, costs or other payments on the Senior Debt paid or accrued after the commencement of an Insolvency Proceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to any Insolvency Proceeding), and agrees that all Senior Debt shall be paid in full in cash to the satisfaction of the Lenders and the Commitments shall be terminated before any payment may be made on the Subordinated Debt, whether of principal or interest or other indebtedness or other obligations. (b) The Subordinated Lender agrees not to accept, and waives any and all rights to, any payment of any kind or form of the Subordinated Debt (from the Borrowers or otherwise) nor make any transfer to third parties not party to this Agreement or take any other action, in any case, designed to secure indirectly from the Borrowers any payment on account of the Subordinated Debt without the express, prior written consent of the Agent, and the Subordinated Lender agrees to pay over to the Agent any funds that may be received by it from the Borrowers (i) Until all as a prepayment at any time or (ii) as a payment on account of the Subordinated Debt at any time until the Senior Debt has been paid in full in cash to the satisfaction of the Lenders and the Commitments have been terminated. In case any funds shall be paid or delivered to the Subordinated Lender under the circumstances described in clause (i) or (ii) of the preceding sentence before the Senior Debt shall have been Paid paid in Full, no payment full in cash or other property or otherwise (other than Reorganization Subordinated Securities) and other than to the issuance of common stock satisfaction of the Company upon conversions of Lenders and the Commitments have been terminated, such funds shall be held in trust by the Subordinated Debentures) on account of Lender for and immediately paid and delivered to the Agent (in the form received endorsed over to the Agent). The Subordinated Lender further agrees not to sell, assign, transfer or endorse any Subordinated Debt shall be made by or on behalf of the Obligors, and the Subordinated Lender will not ask, demand, xxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligors if, at the time of payment or immediately after giving effect thereto there shall have occurred and be continuing an Event of Default (as defined in any Senior Documents) which Event of Default arises out of the failure to make any payment with respect to any Senior Indebtednessother Person except subject to the terms and conditions of this Agreement. (iic) Upon (i) any acceleration The Subordinated Lender agrees that the priority of the principal amount due on Senior Debt set forth above shall continue during any insolvency, receivership, bankruptcy, dissolution, liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against the Borrowers, or either of them, under any bankruptcy or insolvency law or laws, federal or state relating to the relief of debtors of any jurisdiction, whether now or hereafter in effect, and in any out-of-court composition, assignment for the benefit of creditors, readjustment of indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, an "Insolvency Proceeding"). In the event of any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property, assets or business of the Borrowers, or the proceeds thereof, or any securities of the Borrowers, to the Subordinated Debt Lender, by reason of any liquidation, dissolution or (ii) other winding up of any Borrower or its business or by reason of any sale or Insolvency Proceeding, then any such payment or distribution of assets of any Obligor, of any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities)securities, following commencement that, but for the subordination provisions of a Bankruptcy Casethis Section 2, all amounts due would otherwise be payable or to become due deliverable upon all Senior Debt shall first be Paid or in Full, before any payment is made on account of any respect of the Subordinated Debt; and following commencement of a Bankruptcy Case, any payment or distribution of assets of any Obligor any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall instead be paid by Obligors over or any other person making such payment or distribution, or by the Subordinated Lender if received by it, delivered directly to the Senior Agent, for the benefit Agent to be applied as payment of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement)Debt, to the extent necessary to result in all repay the Senior Debt being Paid in Full, before remaining unpaid after giving effect to any concurrent payment or distribution is made to the Subordinated Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect Agent. Furthermore, no holder of the Subordinated Debt for shall receive any such payment or distribution or any benefit therefrom until the account Senior Debt has been fully paid in cash to the satisfaction of the Senior Agent Lenders and the Senior Lenders and to file appropriate claims or proofs of claim with respect theretoCommitments have been terminated, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all after which time such payments or distributions which may be payable or deliverable upon or with respect applied to payment of the Subordinated Debt. (ivd) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement shall be received by the Subordinated Lender before all Senior Debt is Paid in Full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to or delivered to, the Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), until all such Senior Debt shall have been Paid in Full. (v) No payment or distribution to the Senior Agent or the Senior Lenders pursuant Subject to the provisions of this Agreement shall entitle Agreement, the Subordinated Lender to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until all Senior Debt Agent shall have been Paid in Full. After the Senior Debt has been Paid in Full, the Subordinated Lender shall be subrogated sole right to the rights control all aspects of liquidation of the Senior Agent Collateral and disposition of the proceeds thereof, including all proceedings pertaining thereto under any Insolvency Proceeding and the Senior Lenders to receive payments or distributions approval of assets any plan of reorganization of the Obligors applicable to the Senior Debt until all amounts owing in respect Borrowers, or either of the Subordinated Debt shall be Paid in Fullthem, and for the purpose of such subrogation, no such payments or distributions to the Senior Agent or the Senior Lenders by or on behalf of the Company or by or on behalf of the Subordinated Lender by virtue of this Agreement which otherwise would have been made to the Subordinated Lender shall, as among the Company, their creditors other than the Senior Agent and the Senior Lenders and the Subordinated Lender, be deemed to be payment by such Obligor to or on account of the Senior Debt, it being understood that the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other handthereunder.

Subordination of Subordinated Debt. (i) Until all Senior Debt shall have been Paid Each Subordinated Creditor hereby unconditionally and irrevocably covenants and agrees, notwithstanding anything to the contrary contained in Full, no payment in cash or other property or otherwise (other than Reorganization Subordinated Securities) and other than the issuance of common stock of the Company upon conversions of the Subordinated Debentures) on account of any Subordinated Debt shall be made by or on behalf of the Obligors, and the Subordinated Lender will not ask, demand, xxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligors if, at the time of payment or immediately after giving effect thereto there shall have occurred and be continuing an Event of Default (as defined in any Senior Documents) which Event of Default arises out of the failure to make any payment with respect to any Senior Indebtedness. (ii) Upon (i) any acceleration of the principal amount due on any Subordinated Debt or (ii) any payment or distribution of assets of any Obligor, of any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), following commencement of a Bankruptcy Case, all amounts due or to become due upon all Senior Debt shall first be Paid in Full, before any payment is made on account of any of the Subordinated Debt; and following commencement Debt Documents or otherwise, that the payment of a Bankruptcy Case, any payment or distribution of assets of any Obligor any kind or character, whether in cash, property or securities (other than Reorganization Subordinated Securities), to which the Subordinated Lender would be entitled, except for the provisions hereof, shall be paid by Obligors or any other person making such payment or distribution, or by the Subordinated Lender if received by it, directly to the Senior Agent, for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), to the extent necessary to result in all Senior Debt being Paid in Full, before any payment or distribution is made to the Subordinated Lender. (iii) the Subordinated Lender will duly and promptly take such action as the Senior Agent may reasonably request in writing (x) to collect the Subordinated Debt for the account of the Senior Agent and the Senior Lenders and to file appropriate claims or proofs of claim with respect thereto, and (y) to collect and receive for the account of the Senior Agent and the Senior Lenders any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. (iv) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Obligor, whether in cash, property or securities, prohibited by this Agreement shall be received by the Subordinated Lender before all Senior Debt is Paid in Full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to or delivered to, the Senior Agent for the benefit of the Senior Agent and the Senior Lenders (in accordance with the terms of the Senior Securities Purchase Agreement), until all such Senior Debt shall have been Paid in Full. (v) No payment or distribution to the Senior Agent or the Senior Lenders pursuant to the provisions of this Agreement shall entitle the Subordinated Lender to exercise any rights of subrogation, contribution, reimbursement or indemnity in respect thereof until all Senior Debt shall have been Paid in Full. After the Senior Debt has been Paid in Full, the Subordinated Lender shall be subrogated to the rights of the Senior Agent and the Senior Lenders to receive payments or distributions of assets of the Obligors applicable to the Senior Debt until all amounts owing in respect of the Subordinated Debt shall be Paid subordinate and subject in Full, right and for the purpose time of such subrogation, no such payments or distributions payment to the Payment in Full of all Senior Agent Debt. Furthermore, each Subordinated Creditor agrees, represents and warrants that it does not have and will not acquire (or the cause to be acquired) or otherwise permit to exist (whether directly or through and agent or trustee), prior to Payment in Full of all Senior Lenders by Debt, any Lien against any Credit Party, any Credit Party’s subsidiary and/or any Credit Party’s or on behalf its Subsidiary’s property of the Company any kind for purposes of securing or by purporting to secure any or on behalf all of the Subordinated Lender by virtue of Debt, provided that, if notwithstanding this Agreement which otherwise would have been made Section 2, the Subordinated Creditors (prior to the Payment in Full of all Senior Debt) acquire (or cause to be acquired) or permit to exist any Lien on or against any Credit Party and/or its property (of any kind), then (x) each such Lien shall be promptly released, discharged and terminated of record and (y) until so released, discharged and/or terminated, each Credit Party hereto covenants and agrees, and each Subordinated Lender shallCreditor by its acceptance of the benefits under Subordinated Debt Documents (whether upon original issue, as among upon transfer or assignment or otherwise) likewise covenants and agrees, notwithstanding anything to the Company, their creditors other than the Senior Agent and the Senior Lenders and contrary contained in any of the Subordinated LenderDebt Documents or otherwise that each and every now or hereafter obtained Lien of Senior Lender in any Collateral shall automatically (and without any further action) be senior, be deemed regardless of time, order, lack, defect or method of perfection or any other circumstance, to be payment by such Obligor to each and every now or on account hereafter obtained Lien of any of the Senior Debt, it being understood that Subordinated Creditors in the above provisions relating to subordination are solely for the purpose of defining the relative rights of the Senior Agent and the Senior Lenders on the one hand, and the Subordinated Lender, on the other handCollateral.