Common use of Subordination; Subrogation Clause in Contracts

Subordination; Subrogation. Subordinated Creditor will not ask, demand, xxx for, take or receive from the Obligor, by set-off or in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.

Subordination; Subrogation. Subordinated Creditor Until the Full Payment of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder or payment under the Montrovest LC, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not askprove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party or any Agent. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, xxx forfor or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, take notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive from any amounts in respect of the Obligor, by set-off or in Debt of any other mannerLoan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Lenders, the whole or any part of any monies which mayIssuing Banks and the Agents and be paid over to the Applicable Agent, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitationLenders, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations Issuing Banks and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness Agents on account of the Obligor to Obligations of such Borrower without affecting in any manner the Investors with respect to shares liability of such Borrower under the Company’s Series D Senior Convertible Preferred Stock only pursuant to other provisions hereof. The provisions of this section shall survive the liquidity provision expiration or termination of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor this Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Subordinated Creditor Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not askprove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, xxx forfor or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, take notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive from any amounts in respect of the Obligor, by set-off or in Debt of any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign Loan Party in violation of the Obligorforegoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, includingsuch amounts shall be collected, without limitationenforced and received by such Borrower as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to Agents and the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness Lenders on account of the Obligor to Obligations of such Borrower without affecting in any manner the Investors with respect to shares liability of such Borrower under the Company’s Series D Senior Convertible Preferred Stock only pursuant to other provisions hereof. The provisions of this section shall survive the liquidity provision expiration or termination of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor this Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Subordinated Creditor will not ask(a) Until the Commitments shall have been terminated and all Guaranteed Obligations have been indefeasibly paid and satisfied in full, demandin cash, xxx for, take or receive from the Obligor, by set-off or in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor each Guarantor expressly covenants and agrees for the benefit of the Obligor Guarantied Parties that payment of all amounts now or hereafter owed to such Guarantor by the Borrower (whether such amounts represent principal the “Junior Claims”) is hereby subordinated and junior in right of payment to all Guarantied Obligations. All Junior Claims, and any security and guarantees therefore, now or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant hereafter owed to any Guarantor by the Borrower is hereby assigned to the Debenture, including, without limitationLenders as security for the Guaranteed Obligations. Notwithstanding the foregoing, the taking of any negotiable instruments evidencing such amounts (all such indebtednessBorrower shall be entitled to make, obligations and liabilitieseach Guarantor to receive, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors scheduled payments with respect to shares Junior Claims until a Default or Event of Default shall have occurred under the Company’s Series D Senior Convertible Preferred Stock only pursuant Credit Agreement. (b) Nothing herein contained is intended or shall be construed to give to any Guarantor, until the Guaranteed Obligations are indefeasibly paid in full to the liquidity provision of the Purchase AgreementGuaranteed Party, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor subrogation in or under the Loan Documents, or any right to askparticipate in any way therein, demandor in the right, xxx for, take title or receive interest of any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, Guarantied Party in any assets of the Obligor Borrower. Notwithstanding any payments made under this Guaranty, all rights of subrogation and participation are hereby expressly waived until such time as the Commitments shall have terminated and all the Guaranteed Obligations have been indefeasibly paid and satisfied in full, and each Guarantor irrevocably and unconditionally agrees that such Guarantor shall not assert or enforce (i) statutory, contractual, common law, equitable and all other claims against the Borrower or any assets securing of the Liabilities shall be and hereby are subordinated Borrower, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to the rights and interests Agent for the benefit of the Investors in those assets; Guarantied Parties by such Guarantor hereunder and Subordinated Creditor shall have no right (ii) any and all other benefits which such Guarantor might otherwise directly or indirectly receive or be entitled to possession receive by reason of any such asset amounts paid by or to foreclose collected or due from the Borrower upon any such asset, whether by judicial action the Guaranteed Obligations or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedrealized from their property.

Subordination; Subrogation. Subordinated Creditor Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not askprove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in any Collateral which may be held by any Secured Party. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, xxx forfor or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, take notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive from any amounts in respect of the Obligor, by set-off or in Debt of any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign Loan Party in violation of the Obligorforegoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, includingsuch amounts shall be collected, without limitationenforced and received by such Borrower as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to Agents and the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness Lenders on account of the Obligor to Obligations of such Borrower without affecting in any manner the Investors with respect to shares liability of such Borrower under the Company’s Series D Senior Convertible Preferred Stock only pursuant to other provisions hereof. The provisions of this section shall survive the liquidity provision expiration or termination of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor this Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Subordinated Creditor will Each Guarantor hereby expressly agrees that it shall not askexercise, demandagainst Borrower or any other Guarantor, xxx foror other guarantor, take maker, endorser or receive from the ObligorPerson, and: (a) right which such Guarantor may now have or hereafter acquire by way of subrogation under this Guaranty, by set-off law or in otherwise or by way of reimbursement, indemnity, exoneration, or contribution; (b) right to assert defenses as the primary obligor of the Obligations; (c) other claim which it now has or may hereafter acquire against Borrower or any other manner, the whole Person or any part of any monies which may, now against or hereafter be owing by the Obligor, or any successor or assign of the Obligor, with respect to Borrower's property (including, without limitation, a receiverany property which has been pledged to secure the Obligations); or (d) right to enforce any remedy which any Lender may now have or hereafter acquire against Borrower or any other Guarantor, trustee or debtor any other guarantor, maker, endorser or Person; in possession (any case, whether any of the term “Obligor” hereinafter foregoing claims, remedies and rights may arise in equity, under contract, by payment, statute, common law or otherwise until all Obligations and Expenses have been indefeasibly paid in full in cash. If in violation of the foregoing any amount shall include be paid to any Guarantor on account of any such successor or assign of the Obligor) to Subordinated Creditor or rights at any time, such amount shall be owing by any other person, firm, partnership or corporation to Subordinated Creditor held in trust for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant Lenders and shall forthwith be paid to the DebentureAgent, including, without limitation, for the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness benefit of the Obligor Lenders, to be credited and applied against the Investors Obligations and Expenses, whether matured or unmatured, in accordance with respect to shares the terms of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor Notes and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Credit Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.

Subordination; Subrogation. Subordinated Creditor will not ask, demand, xxx for, take or receive from the Obligor, by set-off or (a) Guarantor subordinates to and postpones in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign favor of the Obligor, including, without limitation, a receiver, trustee or debtor in possession Obligations (the term “Obligor” hereinafter shall include i) any such successor or assign present and future debts and obligations of the Obligor) Tenant to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor Guarantor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless including: (A) salary, bonuses, and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only other payments pursuant to the liquidity provision any employment arrangement; (B) fees, reimbursement of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor expenses and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor other payments pursuant to the liquidity provision any independent contractor arrangement; (C) principal and interest pursuant to any Indebtedness; (D) distributions payable to any partners, members or shareholders of the Purchase Agreement, are hereinafter referred Guarantor or Affiliates of Guarantor; (E) lease payments pursuant to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive leasing arrangement; (F) any payment with respect to the Indebtedness, management fees; and (G) all rights, liens and security interests of Subordinated CreditorGuarantor, whether now or hereafter arising and howsoever existingarising, in any assets of the Obligor Tenant, and (ii) any liens or any assets security interests securing the Liabilities shall be and hereby are subordinated to the rights and interests payment of the Investors in those assets; and Subordinated Creditor Indebtedness. Guarantor shall have no right to possession of any such asset assets of Tenant or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until the Obligations have been paid and performed in full. Guarantor agrees that Landlord shall be subrogated to Guarantor with respect to Guarantor’s claims against Tenant and Guarantor’s rights, liens and security interest, if any, in any of Tenant’s assets and proceeds thereof until all of the Liabilities shall Obligations have been fully paid and satisfiedperformed in full. (b) After the occurrence of an Event of Default and until such Event of Default is cured or after the commencement of any bankruptcy or insolvency proceeding by or against Tenant and until such proceeding is dismissed, Guarantor shall not: (i) make any distributions or other payments to any partners, parent entities, or Affiliates of Guarantor (other than to Tenant); or (ii) directly or indirectly ask for, xxx for, demand, take or receive any payment, by setoff or in any other manner, including the receipt of a negotiable instrument, for all or any part of the Indebtedness owed by Tenant, or any successor or assign of Tenant, including a receiver, trustee or debtor in possession (the term “Tenant” shall include any such successor or assign of Tenant) until the Obligations have been paid in full; however, if Guarantor receives such a payment, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured. Notwithstanding anything in this Section 5 to the contrary, after an Event of Default has occurred and is outstanding, Guarantor may make cash contributions to Tenant. (c) Guarantor shall not be subrogated, and hereby waives and disclaims any claim or right against Tenant by way of subrogation or otherwise, to any of the rights of Landlord under the Lease or otherwise, or in the Premises, which may arise by any of the provisions of this Guaranty or by reason of the performance by Guarantor of any of its Obligations hereunder. Guarantor shall look solely to Tenant for any recoupment of any payments made or costs or expenses incurred by Guarantor pursuant to this Guaranty. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and performed in full, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured. (d) Without limiting the foregoing, Guarantor hereby waives any and all benefits, rights and defenses it may have to subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor, in each case, by reason of California Civil Code Sections 2787 to 2855, inclusive.

Subordination; Subrogation. Subordinated Creditor Until the payment and performance in full of all the Obligations, each Guarantor agrees not to exercise and each Guarantor hereby waives any rights against the other Guarantors as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Guarantor will not askprove any claim in competition with Agent or any Lender in respect of any payment hereunder in any proceedings of any nature under the applicable Debtor Relief Law; no Guarantor will claim any set-off, recoupment or counterclaim against the other Guarantors in respect of any liability of one Guarantor to the other Guarantor; and each Guarantor waives any benefit of and any right to participate in any Collateral which may be held by any Lender or any Agent. Each Guarantor agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Guarantor will not demand, xxx forfor or otherwise attempt to collect any Indebtedness of the other Loan Parties to such Guarantor until all of the Obligations of the other Loan Parties shall have been paid in full. If, take notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive from the Obligor, by set-off or any amounts in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign respect of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign Indebtedness of the Obligor) other Loan Parties in violation of the foregoing sentence while any Obligations of the other Loan Parties are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Lenders and Agent and be paid over to Subordinated Creditor or be owing by any other personAgent, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interestLenders and Agent, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness on account of the Obligor to Obligations of such Guarantor without affecting in any manner the Investors with respect to shares liability of the Company’s Series D Senior Convertible Preferred Stock only pursuant to Guarantors under the liquidity provision other provisions hereof. The provisions of this section shall survive the Purchase Agreement, whether now existing expiration or hereafter arising directly between the Obligor termination of this Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Subordinated Creditor Until the termination of the Commitment and final payment in full in cash of all of the Obligations (other than Unasserted Obligations), none of the Guarantors shall exercise and hereby waives any rights against the Borrower as a result of payment by any Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor will not askprove any claim in competition with the Administrative Agent, the Issuing Bank or any Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; any Guarantor will not claim any set-off, recoupment or counterclaim against the Borrower in respect of any liability of such Guarantor to the Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Administrative Agent, the Issuing Bank and any Lender. The payment of any amounts due with respect to any Indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations, such Guarantor will not demand, xxx for, take or otherwise attempt to collect any such Indebtedness of any of the Borrower to such Guarantor until the Guaranteed Obligations then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor shall collect or receive from any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor as trustee for the ObligorAdministrative Agent, by set-off or the Issuing Bank and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Administrative Agent, the Issuing Bank and the Lenders on account of the Guaranteed Obligations without affecting in any manner the liability of any Guarantor under the other mannerprovisions of this Article X. The provisions of this section shall survive the expiration or termination of the Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of the Administrative Agent, the whole Issuing Bank or any part of Lender under any monies separate subordination agreement which maythe Administrative Agent, now or hereafter be owing by the Obligor, Issuing Bank or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include Lender may at any such successor or assign of the Obligor) time and from time to Subordinated Creditor or be owing by time entered into with any other person, firm, partnership or corporation to Subordinated Creditor Guarantor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitationAdministrative Agent, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor Issuing Bank or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedLender.

Subordination; Subrogation. In the event the Guarantor shall advance any sums to the Borrowers, or in the event the Borrowers has heretofore or shall hereafter become indebted to the Guarantor before the Obligations have been paid in full, all such advances and indebtedness shall be subordinate in all respects to the Obligations (the "Guarantor Subordinated Creditor will Debt"). Any payment to the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and received by the Administrative Agent or the Guarantor in trust for the Lenders and shall be paid over to the Lenders on account of the Obligations without impairing or releasing the obligations of the Guarantor hereunder. Without the prior written consent of the Administrative Agent, the Guarantor shall not ask, demand, xxx forreceive, take accept, sue xxr, set off, collect or enforce the Guarantor Subordinated Debt or any collateral and security therefor. The Guarantor represents and warrants to the Lenders that the Guarantor Subordinated Debt is unsecured and agrees not to receive from or accept any collateral or security therefor without the Obligorprior written permission of the Administrative Agent. The Guarantor shall assign, transfer, hypothecate or dispose of the Guarantor Subordinated Debt while this Agreement is in effect. In the event of any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by set-off or against the Borrowers for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other mannerproperty, the whole which shall be payable or deliverable upon, or with respect to, all or any part of any monies which may, now the Guarantor Subordinated Debt or hereafter otherwise shall be owing by the Obligor, paid or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant delivered directly to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor Administrative Agent for application to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness obligations and liabilities of the Obligor to Guarantor under this Agreement (whether due or not due and in such order and manner as the Initial Investor pursuant to Administrative Agent may determine in the liquidity provision exercise of its sole discretion) until the obligations of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities Guarantor hereunder shall have been fully paid and satisfied. The Guarantor hereby irrevocably authorizes and empowers the Lenders to demand, sue xxr, collect and receive every such payment or distribution on account of the Guarantor Subordinated Debt and give acquittance therefor and to file claims and take such other proceedings in the name of the Lenders or in the names of the Guarantor or otherwise, as the Lenders may deem necessary or advisable to carry out the provisions of this Agreement. The Guarantor hereby agrees to execute and deliver to the Administrative Agent such powers of attorney, assignments, endorsements or other instruments as may be requested by the Administrative Agent in order to enable the Lenders to enforce any and all claims upon, or with respect to, the Guarantor Subordinated Debt, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect thereto.

Subordination; Subrogation. Subordinated Creditor will not askEach Guarantor hereby agrees that any indebtedness of the Obligated Parties now or hereafter owing to, demandor held by any Guarantor, xxx for, take or receive from the Obligor, by set-off or in any other manner, the whole or any part of any monies which maywhether heretofore, now or hereafter be owing by the Obligorcreated, or any successor or assign is hereby subordinated and postponed to all of the ObligorGuaranteed Obligations (provided that such subordination and postponement shall not prevent payments of such indebtedness absent the occurrence of an Event of Default) and, following the occurrence and during the continuance of an Event of Default, such indebtedness shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Parties and, if the Collateral Agent so requests, paid over or delivered to the Collateral Agent on account of the Guaranteed Obligations. Without limiting the foregoing, no Guarantor will assert any right, claim or cause of action, including, without limitation, a receiverclaim of subrogation, trustee contribution or debtor indemnification that it has against any Guaranteed Party, or any collateral, until the Obligated Parties have fully performed all their Guaranteed Obligations and the Guaranteed Obligations have been indefeasibly paid in possession (the term “Obligor” hereinafter shall include full in cash. Any payment received in violation of any such successor or assign of the Obligor) provisions hereof shall be deemed to Subordinated Creditor or be owing have been received by any other person, firm, partnership or corporation to Subordinated Creditor such Guarantor as trustee for the benefit Guaranteed Parties, shall be segregated from other property and funds of such Guarantor and shall be paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) immediately on account of the Obligor (whether Guaranteed Obligations and all other amounts payable under this Guarantee or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guarantee thereafter arising, but without otherwise affecting in any manner such Guarantor's liability hereof. Each Guarantor agrees to file all claims against the Obligated Parties in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant owed to it by the Obligated Parties. If for any reason a Guarantor fails to file such claim at least ten Business Days prior to the Debenturelast date on which such claim should be filed, includingsuch Guarantor hereby irrevocably appoints the Collateral Agent as its true and lawful attorney-in-fact and the Collateral Agent is hereby authorized to act as attorney-in-fact in such Guarantor's name to file such claim or, without limitationin the Collateral Agent's discretion, to assign such claim to and cause proof of claim to be filed in the taking name of any negotiable instruments evidencing such amounts (the Collateral Agent or its nominee. In all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreementcases, whether now existing or hereafter arising directly between the Obligor and the Investorsin administration, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action bankruptcy or otherwise, unless and until the Person or Persons authorized to pay such claim shall pay to the Collateral Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Collateral Agent all of such Guarantor's rights to any payments or distributions to which such Guarantor otherwise would be entitled. If the Liabilities amount so paid is greater than such Guarantor's liability hereunder, the Collateral Agent shall have been fully paid and satisfiedpay the excess amount to the party entitled thereto.

Subordination; Subrogation. Subordinated Creditor Until the payment and performance in full of all the Obligations, the Domestic Borrowers shall not exercise and hereby waive any rights against the Foreign Borrowers as a result of payment by the Domestic Borrowers hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company will not askprove any claim in competition with the Agent or any Bank in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; the Domestic Borrowers will not claim any set-off, recoupment or counterclaim against the Foreign Borrowers in respect of any liability of the Domestic Borrowers to the Foreign Borrowers; and the Domestic Borrowers waive any benefit of and any right to participate in any collateral which may be held by any Bank or the Agent. The Domestic Borrowers agree that, after the occurrence and during the continuance of any Default or Event of Default, the Domestic Borrowers will not demand, xxx forfor or otherwise attempt to collect any Indebtedness of the Foreign Borrowers to the Domestic Borrowers until all of the Obligations of the Foreign Borrowers shall have been paid in full. If, take notwithstanding the foregoing sentence, the Domestic Borrowers shall collect, enforce or receive from any amounts in respect of such indebtedness in violation of the Obligorforegoing sentence while any Obligations of the Foreign Borrowers are still outstanding, by set-off or in any other mannersuch amounts shall be collected, the whole or any part of any monies which may, now or hereafter be owing enforced and received by the ObligorDomestic Borrowers as trustee for the Banks and the Agent and be paid over to the Agent, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to Banks and the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness Agent on account of the Obligor to the Investors with respect to shares Obligations of the Company’s Series D Senior Convertible Preferred Stock only pursuant to Foreign Borrowers without affecting in any manner the liquidity provision liability of the Purchase Agreement, whether now existing Domestic Borrowers under the other provisions hereof. The provisions of this section shall survive the expiration or hereafter arising directly between termination of the Obligor Credit Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Notwithstanding anything contained in any instrument or document evidencing any of the Subordinated Creditor Debt (a “Subordinated Debt Document”) to the contrary, each of the Subordinated Lenders agrees and covenants that the payment and performance of the Subordinated Debt is and shall be subordinated to the payment and performance in full in cash of the Senior Obligations and, except as set forth in Section 3 below, none of the Subordinated Lenders will not accelerate, ask, demand, xxx for, take or receive from the Obligorany UGI Party, by set-off setoff or in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the DebentureDebt, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtednessamounts, obligations and liabilities, being hereinafter referred to as nor any security for any of the “Indebtedness”)Subordinated Debt, unless and until all obligations, liabilities the payment and indebtedness satisfaction in full of the Obligor to the Investors Senior Obligations in cash (other than contingent indemnity obligations not yet due and payable; provided that, with respect to shares any reimbursement obligations in respect of any outstanding Letters of Credit, such outstanding Letters of Credit have been collateralized in accordance with Section 2.06(j) of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision Credit Agreement) and termination of the Purchase AgreementCredit Agreement and all commitments by the Lenders to make Loans and other extensions of credit thereunder (the collective occurrence of such payment, whether now existing or hereafter arising directly between the Obligor satisfaction and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter termination is referred to herein as the “LiabilitiesPayment and Termination in Full”). Notwithstanding any right None of the Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect Lenders shall be subrogated to the Indebtedness, all rights, liens and security interests rights of Subordinated Creditor, whether now the Holders of Senior Obligations to receive payments or hereafter arising and howsoever existing, in any distributions of assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, UGI Parties unless and until all Payment and Termination in Full has occurred; and, for the purposes of such subrogation, no payments or distributions made to the Holders of Senior Obligations of any cash, property or securities to which any Subordinated Lender would be entitled except for this Agreement shall, as between the Borrower (or any other UGI Party) and its creditors, be deemed to be a payment by the Borrower (or such other UGI Party) to or on account of the Liabilities shall have been fully paid and satisfiedSenior Obligations.

Subordination; Subrogation. Subordinated Creditor Until the payment and performance in full of all the Obligations, the Domestic Borrower shall not exercise and hereby waives any rights against any Foreign Borrower as a result of payment by the Domestic Borrower hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Domestic Borrower will not askprove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in bankruptcy, demand, xxx for, take insolvency or receive from reorganization proceedings of any nature; the Obligor, by Domestic Borrower will not claim any set-off off, recoupment or counterclaim against the Foreign Borrower in respect of any liability of the Domestic Borrower to such Foreign Borrower; and the Domestic Borrower waives any benefit of and any right to participate in any other manner, collateral which may be held by the whole or Administrative Agent and any part Lender. The payment of any monies which may, amounts due with respect to any Indebtedness of the Foreign Borrower now or hereafter be owing held by the ObligorDomestic Borrower is hereby subordinated to the prior payment in full of the Guaranteed Obligations. The Domestic Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations the Domestic Borrower will not demand, sue for, or otherwise attempt to coxxxct any successor or assign such Indebtedness of the ObligorForeign Borrower to the Domestic Borrower until the Guaranteed Obligations then due shall have been paid in full. If, includingnotwithstanding the foregoing sentence, without limitationthe Domestic Borrower shall collect or receive any amounts in respect of such indebtedness, a receiver, such amounts shall be collected and received by the Domestic Borrower as trustee or debtor in possession (for the term “Obligor” hereinafter shall include any such successor or assign Administrative Agent and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Obligor) Administrative Agent and the Lenders on account of the Guaranteed Obligations without affecting in any manner the liability of the Domestic Borrower under the other provisions of this ss.5. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this section shall be supplemental to Subordinated Creditor and not in derogation of any rights and remedies of the Administrative Agent or be owing by any other person, firm, partnership Lender under any separate subordination agreement which the Administrative Agent or corporation any Lender may at any time and from time to Subordinated Creditor time entered into with the Domestic Borrower for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor Administrative Agent or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedLender.

Subordination; Subrogation. Subordinated Creditor Until the payment and performance in full of all the Obligations, each Guarantor agrees not to exercise and each Guarantor hereby waives any rights against the other Guarantors as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Guarantor will not askprove any claim in competition with the Agent or any Lender in respect of any payment hereunder in any proceedings of any nature under the applicable Debtor Relief Law; no Guarantor will claim any set-off, recoupment or counterclaim against the other Guarantors in respect of any liability of one Guarantor to the other Guarantor; and each Guarantor waives any benefit of and any right to participate in any Collateral which may be held by any Lender or any Agent. Each Guarantor agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Guarantor will not demand, xxx forfor or otherwise attempt to collect any Indebtedness of the other Loan Parties to such Guarantor until all of the Obligations of the other Loan Parties shall have been paid in full. If, take notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive from the Obligor, by set-off or any amounts in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign respect of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign Indebtedness of the Obligor) other Loan Parties in violation of the foregoing sentence while any Obligations of the other Loan Parties are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Lenders and the Agent and be paid over to Subordinated Creditor or be owing by any other personthe Agent, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interestLenders and the Agent, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness on account of the Obligor to Obligations of such Guarantor without affecting in any manner the Investors with respect to shares liability of the Company’s Series D Senior Convertible Preferred Stock only pursuant to Guarantors under the liquidity provision other provisions hereof. The provisions of this section shall survive the Purchase Agreement, whether now existing expiration or hereafter arising directly between the Obligor termination of this Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Subordinated Creditor will not ask5.1 During (a) the continuance of an Event of Default, demandor (b) in the event that payments are received by Guarantor from Tenant in violation of the Lease, xxx for, take or receive from Guarantor subordinates to and postpones in favor of the Obligor, by set-off or in Obligations (i) any other manner, the whole present and future debts and obligations of Tenant or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession Other Guarantor to Guarantor (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless including: (A) salary, bonuses, and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only other payments pursuant to the liquidity provision any employment arrangement; (B) fees, reimbursement of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor expenses and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor other payments pursuant to the liquidity provision any independent contractor arrangement; (C) principal and interest pursuant to any Indebtedness; (D) distributions payable to any partners, members or shareholders of the Purchase Agreement, are hereinafter referred Guarantor or Affiliates of Guarantor; (E) lease payments pursuant to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive leasing arrangement; (F) any payment with respect to the Indebtedness, management fees; and (G) all rights, liens and security interests of Subordinated CreditorGuarantor, whether now or hereafter arising and howsoever existingarising, in any assets of the Obligor Tenant or any assets Other Guarantor, and (ii) any liens or security interests securing the Liabilities shall be and hereby are subordinated to the rights and interests payment of the Investors Indebtedness. During (a) the continuance of an Event of Default, or (b) in those assets; and Subordinated Creditor the event that payments are received by Guarantor from Tenant in violation of the Lease, Guarantor shall have no right to possession of any such asset assets of Tenant or any Other Guarantor or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until the Obligations have been paid and performed in full. During (a) the continuance of an Event of Default, or (b) in the event that payments are received by Guarantor from Tenant in violation of the Lease, Guarantor agrees that Landlord shall be subrogated to Guarantor with respect to Guarantor’s claims against Tenant or any Other Guarantor and Guarantor’s rights, liens and security interest, if any, in any of Tenant’s or any Other Guarantor’s assets and proceeds thereof until all of the Liabilities shall Obligations have been fully paid and satisfiedperformed in full. 5.2 After the occurrence of an Event of Default and until such Event of Default is cured or after the commencement of any bankruptcy or insolvency proceeding by or against Tenant and until such proceeding is dismissed, Guarantor shall not: (i) make any distributions or other payments to any shareholder, member, partner, other equity interest holder or Affiliates of Guarantor (other than to Tenant); or (ii) ask for, xxx for, demand, take or receive any payment, by setoff or in any other manner, including the receipt of a negotiable instrument, for all or any part of the Indebtedness owed by Tenant, or any successor or assign of Tenant, including a receiver, trustee or debtor in possession (the term “Tenant” shall include any such successor or assign of Tenant) until the Obligations have been paid in full; however, if Guarantor receives such a payment, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured. Notwithstanding anything in this Section 5 to the contrary, after an Event of Default has occurred and is outstanding, Guarantor may make cash contributions to Tenant.

Subordination; Subrogation. Subordinated Creditor will Each Guarantor hereby expressly agrees -------------------------- that it shall not askexercise, demandagainst any Borrower, xxx forother guarantor, take maker, endorser or receive from the Obligorperson (a) any right which such Guarantor may now have or hereafter acquire by way of subrogation under this Guaranty, by set-off law or in otherwise or by way of reimbursement, indemnity, exoneration, or contribution; (b) any right to assert defenses as the primary obligor of the Obligations; (c) any other manner, the whole claim which it now has or may hereafter acquire against any Borrower or any part of any monies which may, now other person or hereafter be owing by the Obligor, against or any successor or assign of the Obligor, with respect to Borrower's property (including, without limitation, a receiverany property which has been pledged to secure the Obligations); or (d) any right to enforce any remedy which any Lender may now have or hereafter acquire against Borrower or any other guarantor, trustee maker or debtor endorser; in possession (any case, whether any of the term “Obligor” hereinafter foregoing claims, remedies and rights may arise in equity, under contract, by payment, statute, common law or otherwise until all Obligations and Expenses have been indefeasibly paid in full in cash. If in violation of the foregoing any amount shall include be paid to any Guarantor on account of any such successor or assign of the Obligor) to Subordinated Creditor or rights at any time, such amount shall be owing by any other person, firm, partnership or corporation to Subordinated Creditor held in trust for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant Lenders and shall forthwith be paid to the DebentureLenders to be credited and applied against the Obligations and Expenses, includingwhether matured or unmatured, without limitation, in accordance with the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness terms of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor Notes and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Credit Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.

Subordination; Subrogation. Subordinated Creditor Until the payment in full of all of the Obligations, the Borrower agrees not to exercise, and the Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Borrower will not askprove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; the Borrower will not claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and the Borrower waives any benefit of and any right to participate in any Collateral which may be held by the Agent or any Lender. The Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, the Borrower will not demand, xxx forfor or otherwise attempt to collect any Debt of any other Loan Party to the Borrower until payment in full of all of the Obligations. If, take notwithstanding the foregoing sentence, the Borrower shall collect, enforce or receive from any amounts in respect of the Obligor, by set-off or in Debt of any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign Loan Party in violation of the Obligorforegoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, includingsuch amounts shall be collected, without limitationenforced and received by such Borrower as trustee for the Agent and the Lenders and be paid over to the Agent, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to Agent and the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness Lenders on account of the Obligor to the Investors with respect to shares Obligations of the Company’s Series D Senior Convertible Preferred Stock only pursuant to Borrower without affecting in any manner the liquidity provision liability of the Purchase Agreement, whether now existing Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or hereafter arising directly between the Obligor termination of this Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Subordinated Creditor Until the termination of the Commitments and final payment and performance in full in cash of all of the Obligations, none of the Guarantors shall exercise and hereby waives any rights against the Borrower as a result of payment by any Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor will not askprove any claim in competition with any Agent or any Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; any Guarantor will not claim any set-off, recoupment or counterclaim against the Borrower in respect of any liability of such Guarantor; and each Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Agent or any Lender. The payment of any amounts due with respect to any Indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations such Guarantor will not demand, xxx for, take or otherwise attempt to collect any such Indebtedness of the Borrower to such Guarantor until the Guaranteed Obligations then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor shall collect or receive from any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor as trustee for the Obligor, by set-off or Agents and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Agents and the Lenders on account of the Guaranteed Obligations without affecting in any manner the liability of any Guarantor under the other manner, provisions of this Section 5. The provisions of this Section 5 shall survive the whole expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this Section 5 shall be supplemental to and not in derogation of any rights and remedies of any Agent or any part of Lender under any monies separate subordination agreement which may, now or hereafter be owing by the Obligor, any Agent or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include Lender may at any such successor or assign of the Obligor) time and from time to Subordinated Creditor or be owing by time entered into with any other person, firm, partnership or corporation to Subordinated Creditor Guarantor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor Agent or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedLender.

Subordination; Subrogation. Subordinated Creditor Until the termination of the Commitments and final payment and performance in full in cash of all of the Obligations, none of the Guarantors shall exercise and each hereby waives any rights against any Borrower as a result of payment by any Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and no Guarantor will prove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; no Guarantor will claim any set-off, recoupment or counterclaim against any Borrower in respect of any liability of such Guarantor to such Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Agent, any Issuing Bank and any Lender. The payment of any amounts due with respect to any Indebtedness of any Borrower now or hereafter held by any Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations, such Guarantor will not ask, demand, xxx for, take or otherwise attempt to collect any such Indebtedness of any of the Borrowers to such Guarantor until the Guaranteed Obligations then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor shall collect or receive from any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor as trustee for the ObligorAgents, by set-off or any Issuing Bank and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Agents, the Issuing Banks and the Lenders on account of the Guaranteed Obligations without affecting in any manner the liability of any Guarantor under the other mannerprovisions of this §6. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of any Agent, the whole any Issuing Bank or any part of Lender under any monies separate subordination agreement which mayany Agent, now or hereafter be owing by the Obligor, any Issuing Bank or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include Lender may at any such successor or assign of the Obligor) time and from time to Subordinated Creditor or be owing by time entered into with any other person, firm, partnership or corporation to Subordinated Creditor Guarantor for the benefit of the Obligor (whether such amounts represent principal or interestany Agent, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor Issuing Bank or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedLender.

Subordination; Subrogation. Subordinated Creditor Until the payment and performance in full of all the Obligations: each of the Guarantors shall not exercise and hereby waives any rights against any Borrower as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and each Guarantor will not askprove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; each Guarantor will not claim any set-off, recoupment or counterclaim against any Borrower in respect of any liability of such Guarantor to such Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Administrative Agent and any Lender. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations such Guarantor will not demand, xxx for, take or otherwise attempt to collect any such Indebtedness of any Borrower to such Guarantor until the Guaranteed Obligations then due shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect or receive from any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor as trustee for the Obligor, by set-off or Administrative Agent and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Administrative -83- Agent and the Lenders on account of the Guaranteed Obligations without affecting in any manner the liability of the such Guarantor under the other manner, provisions of this Section 5. The provisions of this section shall survive the whole expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of the Administrative Agent or any part of Lender under any monies other separate subordination agreement which may, now or hereafter be owing by the Obligor, Administrative Agent or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include Lender may at any such successor or assign of the Obligor) time and from time to Subordinated Creditor or be owing by time entered into with any other person, firm, partnership or corporation to Subordinated Creditor Guarantor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor Administrative Agent or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedLender.

Subordination; Subrogation. In the event the Guarantor shall advance any sums to the Borrower, or in the event the Borrower has heretofore or shall hereafter become indebted to the Guarantor before the Obligations have been paid in full, all such advances and indebtedness shall be subordinate in all respects to the Obligations (the "Guarantor Subordinated Creditor will Debt"). Any payment to the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and received by the Agent or the Guarantor in trust for the Lenders and shall be paid over to the Lenders on account of the Obligations without impairing or releasing the obligations of the Guarantor hereunder. Without the prior written consent of the Agent, the Guarantor shall not ask, demand, xxx forreceive, take accept, sue xxx, set off, collect or receive from enforce the Obligor, by set-off or in any other manner, the whole Guarantor Subordinated Debt or any part of collateral and security therefor. The Guarantor represents and warrants to the Lenders that the Guarantor Subordinated Debt is unsecured and agrees not to receive or accept any monies which may, now collateral or hereafter be owing by security therefor without the Obligor, or any successor or assign prior written permission of the ObligorAgent. The Guarantor shall assign, includingtransfer, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.hypothecate or

Subordination; Subrogation. Subordinated Creditor will not askUpon the occurrence of an Event of Default, demand, xxx for, take or receive from Guarantor subordinates each of the Obligor, by set-off or in following to the prior payment of all of the Obligations (i) any other manner, the whole or any part right to payment of any monies which may, loan or other Debt (as defined in the Loan Agreement) now or hereafter be owing made or extended by the ObligorGuarantor to Borrower, (ii) any and all rights of indemnity, reimbursement, contribution, or subrogation which Guarantor may now or hereafter have against Borrower, and (ii) the payment of any successor management fees or assign of the Obligor, includingother compensation. Guarantor shall not, without limitationthe prior written consent of Lender, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include accept payment on any such successor subordinate obligations and shall not take any action to enforce any such subordinate obligations. This subordination is unconditional and shall remain in full force and effect until the Obligations have been paid in full. Guarantor hereby indemnifies Lender against any and all costs, claims, losses or assign liabilities, including reasonable attorneys’ fees, which it may at any time, sustain or incur as a Active/52667782.1 result of the Obligor) preference claims in bankruptcy on behalf of Borrower’s bankruptcy estate. This Guaranty shall be continuing, and, if Lender is required by applicable bankruptcy or other law to Subordinated Creditor or disgorge any monies previously paid to it by Borrower, Guarantor shall be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant liable according to the Debentureterms hereof, including, without limitation, notwithstanding that the taking books and records of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred Lender may previously have shown the Obligations to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor repaid or that Lender may have informed Guarantor or taken other affirmative actions to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedrelease this Guaranty.

Subordination; Subrogation. Subordinated Creditor Until the payment and performance in full of all the Obligations, the Company shall not exercise and hereby waives any rights against the Borrowing Subsidiaries as a result of payment by the Company hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company will not askprove any claim in competition with the Agent or any Bank in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; the Company will not claim any set-off, recoupment or counterclaim against the Borrowing Subsidiaries in respect of any liability of the Company to the Borrowing Subsidiaries; and the Company waives any benefit of and any right to participate in any collateral which may be held by any Bank or the Agent. The Company agrees that, after the occurrence and during the continuance of any default in the payment or performance of any of the Obligations, the Company will not demand, sue xxx foror otherwise attempt to collect any Indebtedness of the Borrowing Subsidiaries to the Company until all of the Obligations of the Borrowing Subsidiaries shall have been paid in full. If, take notwithstanding the foregoing sentence, the Company shall collect, enforce or receive from any amounts in respect of such indebtedness in violation of the Obligorforegoing sentence while any Obligations of the Borrowing Subsidiary are still outstanding, by set-off or in any other mannersuch amounts shall be collected, the whole or any part of any monies which may, now or hereafter be owing enforced and received by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor Company for the benefit of the Obligor Banks and the Agent (whether such amounts represent principal or interest, or obligations which are due or and shall be for the Banks' and the Agent's account and not due, direct or indirect, absolute or contingentthe Company's account) pursuant and be paid over to the DebentureAgent, including, without limitation, for the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness benefit of the Obligor to Banks and the Investors with respect to shares Agent on account of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision Obligations of the Purchase Agreement, whether now existing Borrowing Subsidiaries without affecting in any manner the liability of the Company under the other provisions hereof. The provisions of this section shall survive the expiration or hereafter arising directly between termination of the Obligor Credit Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. In the event the Guarantor shall advance any sums to the Borrowers, or in the event the Borrowers has heretofore or shall hereafter become indebted to the Guarantor before the Obligations have been paid in full, all such advances and indebtedness shall be subordinate in all respects to the Obligations (the "Guarantor Subordinated Creditor will Debt"). Any payment to the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and received by the Administrative Agent or the Guarantor in trust for the Lenders and shall be paid over to the Lenders on account of the Obligations without impairing or releasing the obligations of the Guarantor hereunder. Without the prior written consent of the Administrative Agent, the Guarantor shall not ask, demand, xxx forreceive, take accept, sue xxr, set off, collect or enforce the Guarantor Subordinated Debt or any collateral and security therefor. The Guarantor represents and warrants to the Lenders that the Guarantor Subordinated Debt is unsecured and agrees not to receive from or accept any collateral or security therefor without the Obligorprior written permission of the Administrative Agent. The Guarantor shall assign, transfer, hypothecate or dispose of the Guarantor Subordinated Debt while this Agreement is in effect. In the event of any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by set-off or against the Borrowers for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other mannerproperty, the whole which shall be payable or deliverable upon, or with respect to, all or any part of any monies which may, now the Guarantor Subordinated Debt or hereafter otherwise shall be owing by the Obligor, paid or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant delivered directly to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor Administrative Agent for application to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness obligations and liabilities of the Obligor to Guarantor under this Agreement (whether due or not due and in such order and manner as the Initial Investor pursuant to Administrative Agent may determine in the liquidity provision exercise of its sole discretion) until the obligations of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities Guarantor hereunder shall have been fully paid and satisfied.. The Guarantor hereby irrevocably authorizes and empowers the Lenders to demand, sue xxr, collect and receive every such payment or distribution on account of the Guarantor Subordinated Debt and give acquittance therefor and to file claims and take such other proceedings in the name of the Lenders or in the names of the Guarantor or otherwise, as the Lenders may deem necessary or advisable to carry out the provisions of this Agreement. The Guarantor hereby agrees to execute and deliver to the Administrative Agent such powers of attorney, assignments, endorsements or other instruments as may be requested by the Administrative Agent in order to enable the Lenders to enforce any and all claims upon, or with respect to, the Guarantor Subordinated Debt, and to collect and

Subordination; Subrogation. In the event the Guarantor shall advance any sums to the Borrower, or in the event the Borrower has heretofore or shall hereafter become indebted to the Guarantor before the Obligations have been paid in full, all such advances and indebtedness shall be subordinate in all respects to the Obligations (the "Guarantor Subordinated Creditor will Debt"). Any payment to the Guarantor on account of the Guarantor Subordinated Debt shall be collected and received by the Agent or the Guarantor in trust for the Agent for itself and for the ratable benefit of the Banks and shall be paid over to the Agent for itself and the ratable benefit of the Banks on account of the Obligations without impairing or releasing the obligations of the Guarantor hereunder. Without the prior written consent of the Agent, the Guarantor shall not ask, demand, receive, accept, xxx for, take set off, collect or enforce the Guarantor Subordinated Debt or any collateral and security therefor. The Guarantor represents and warrants to the Agent that the Guarantor Subordinated Debt is unsecured and agrees not to receive from or accept any collateral or security therefor without the Obligorprior written permission of the Agent. The Guarantor shall not assign, transfer, hypothecate or dispose of the Guarantor Subordinated Debt while this Agreement is in effect. In the event of any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by set-off or against the Borrower for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other mannerproperty, the whole which shall be payable or deliverable upon, or with respect to, all or any part of any monies which may, now the Guarantor Subordinated Debt or hereafter otherwise shall be owing by the Obligor, paid or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant delivered directly to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor Agent for application to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness obligations and liabilities of the Obligor to Guarantor under this Agreement (whether due or not due and in such order and manner as the Initial Investor pursuant to Agent may determine in the liquidity provision exercise of its sole discretion) until the obligations of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities Guarantor hereunder shall have been fully paid and satisfied. The Guarantor hereby irrevocably authorizes and empowers the Agent to demand, xxx for, collect and receive every such payment or distribution on account of the Guarantor Subordinated Debt and give acquittance therefor and to file claims and take such other proceedings in the Agent's own name or in the name of the Guarantor or otherwise, as the Agent may deem necessary or advisable to carry out the provisions of this Agreement. The Guarantor hereby agrees to execute and deliver to the Agent such powers of attorney, assignments, endorsements or other instruments as may be requested by the Agent in order to enable the Agent to enforce any and all claims upon, or with respect to, the Guarantor Subordinated Debt, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect thereto. Nothing contained in this Agreement shall be construed to give the Guarantor any right of subrogation in or to the Obligations or any of the Loan Documents, or all or any part of the interest of the Agent therein, until the Obligations have been paid in full.

Subordination; Subrogation. In the event the Guarantor shall advance any sums to the Borrowers, or in the event the Borrowers has heretofore or shall hereafter become indebted to the Guarantor before the Obligations have been paid in full, all such advances and indebtedness shall be subordinate in all respects to the Obligations (the "Guarantor Subordinated Creditor will Debt"). Any payment to the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and received by the Administrative Agent or the Guarantor in trust for the Lenders and shall be paid over to the Lenders on account of the Obligations without impairing or releasing the obligations of the Guarantor hereunder. Without the prior written consent of the Administrative Agent, the Guarantor shall not ask, demand, xxx forreceive, take accept, sue xxx, set off, collect or enforce the Guarantor Subordinated Debt or any collateral and security therefor. The Guarantor represents and warrants to the Lenders that the Guarantor Subordinated Debt is unsecured and agrees not to receive from or accept any collateral or security therefor without the Obligorprior written permission of the Administrative Agent. The Guarantor shall assign, transfer, hypothecate or dispose of the Guarantor Subordinated Debt while this Agreement is in effect. In the event of any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by set-off or against the Borrowers for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other mannerproperty, the whole which shall be payable or deliverable upon, or with respect to, all or any part of any monies which may, now the Guarantor Subordinated Debt or hereafter otherwise shall be owing by the Obligor, paid or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant delivered directly to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor Administrative Agent for application to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness obligations and liabilities of the Obligor to Guarantor under this Agreement (whether due or not due and in such order and manner as the Initial Investor pursuant to Administrative Agent may determine in the liquidity provision exercise of its sole discretion) until the obligations of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities Guarantor hereunder shall have been fully paid and satisfied.. The Guarantor hereby irrevocably authorizes and empowers the Lenders to demand, sue xxx, collect and receive every such payment or distribution on account of the Guarantor Subordinated Debt and give acquittance therefor and to file claims and take such other proceedings in the name of the Lenders or in the names of the Guarantor or otherwise, as the Lenders may deem necessary or advisable to carry out the provisions of this Agreement. The Guarantor hereby agrees to execute and deliver to the Administrative Agent such powers of attorney, assignments, endorsements or other instruments

Subordination; Subrogation. Subordinated Creditor will not ask, demand, xxx for, take or receive from (a) All rights and claims of each Guarantor (collectively the Obligor, by set-off or in any other manner, “Guarantor Claims”) against the whole Borrower or any part of any monies which may, the Borrower’s property now or hereafter existing shall be owing by subordinate and subject in right of payment to the Obligorprior payment in full in cash, and the performance, of all of the Guaranteed Obligations pursuant to this Guaranty. (b) Upon the occurrence of a Default or an Event of Default and until the Guaranteed Obligations have been paid and performed in full and each Guarantor shall have performed all of Guarantors’ obligations hereunder, no Guarantor shall receive or collect, directly or indirectly, from the Borrower or any successor or assign of other party any payment upon Guarantor Claims, nor seek to realize upon any collateral securing such Guarantor Claims. Notwithstanding the Obligorforegoing, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include if any Guarantor should receive any such successor payment, such Guarantor agrees to hold same in trust for the Agent and Lenders and agrees that such Guarantor shall have absolutely no rights in or assign of to or dominion over such payments except to pay them promptly to the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor Agent for the benefit of Lenders, and such Guarantor hereby covenants to do so. (c) Notwithstanding anything to the Obligor (whether such amounts represent principal contrary contained herein, no Guarantor shall have any right of subrogation in or interestunder this Agreement, any of the Security Documents or any of the Loan Documents or to participate in any way therein, or obligations which are due in any right, title or not dueinterest in and to any security or right of recourse for the Guaranteed Obligations or any right to reimbursement, direct exoneration, contribution, indemnification or indirectany similar rights, absolute or contingent) pursuant to until the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall Guaranteed Obligations have been fully and finally paid and satisfied with interest (all such obligations, indebtedness and liabilities of in full in cash. This waiver is given to induce Lenders to make the Obligor Loans to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedBorrower.

Subordination; Subrogation. Notwithstanding anything contained in any instrument or document evidencing any of the Subordinated Creditor Debt (a “Subordinated Debt Document”) to the contrary, each of the Subordinated Lenders agrees and covenants that the payment and performance of the Subordinated Debt is and shall be subordinated to the payment and performance in full in cash of the Senior Obligations and, except as set forth in Section 3 below, none of the Subordinated Lenders will not accelerate, ask, demand, xxx for, take or receive from the Obligorany UGIES Party, by set-off setoff or in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the DebentureDebt, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtednessamounts, obligations and liabilities, being hereinafter referred to as nor any security for any of the “Indebtedness”)Subordinated Debt, unless and until all obligations, liabilities the payment and indebtedness satisfaction in full of the Obligor to the Investors Senior Obligations in cash (other than contingent indemnity obligations not yet due and payable; provided that, with respect to shares any reimbursement obligations in respect of any outstanding Letters of Credit, such outstanding Letters of Credit have been collateralized in accordance with Section 2.06(j) of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision Credit Agreement) and termination of the Purchase AgreementCredit Agreement and all commitments by the Senior Lenders to make Loans and other extensions of credit thereunder (the collective occurrence of such payment, whether now existing or hereafter arising directly between the Obligor satisfaction and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter termination is referred to herein as the “LiabilitiesPayment and Termination in Full”). Notwithstanding any right None of the Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect Lenders shall be subrogated to the Indebtedness, all rights, liens and security interests rights of Subordinated Creditor, whether now the Holders of Senior Obligations to receive payments or hereafter arising and howsoever existing, in any distributions of assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, UGIES Parties unless and until all Payment and Termination in Full has occurred; and, for the purposes of such subrogation, no payments or distributions made to the Holders of Senior Obligations of any cash, property or securities to which any Subordinated Lender would be entitled except for this Agreement shall, as between the Borrower (or any other UGIES Party) and its creditors, be deemed to be a payment by the Borrower (or such other UGIES Party) to or on account of the Liabilities shall have been fully paid and satisfiedSenior Obligations.

Subordination; Subrogation. Subordinated Creditor Until the payment and performance in full of all the Obligations, the Domestic Borrowers shall not exercise and hereby waive any rights against the Foreign Borrowers as a result of payment by the Domestic Borrowers hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company will not askprove any claim in competition with the Agent or any Bank in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; the Domestic Borrowers will not claim any set-off, recoupment or counterclaim against the Foreign Borrowers in respect of any liability of the Domestic Borrowers to the Foreign Borrowers; and the Domestic Borrowers waive any benefit of and any right to participate in any collateral which may be held by any Bank or the Agent. The Domestic Borrowers agree that, after the occurrence and during the continuance of any Default or Event of Default, the Domestic Borrowers will not demand, xxx forsue for or otherwise attempt to collect any Indebtxxxess of the Foreign Borrowers to the Domestic Borrowers until all of the Obligations of the Foreign Borrowers shall have been paid in full. If, take notwithstanding the foregoing sentence, the Domestic Borrowers shall collect, enforce or receive from any amounts in respect of such indebtedness in violation of the Obligorforegoing sentence while any Obligations of the Foreign Borrowers are still outstanding, by set-off or in any other mannersuch amounts shall be collected, the whole or any part of any monies which may, now or hereafter be owing enforced and received by the ObligorDomestic Borrowers as trustee for the Banks and the Agent and be paid over to the Agent, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to Banks and the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness Agent on account of the Obligor to the Investors with respect to shares Obligations of the Company’s Series D Senior Convertible Preferred Stock only pursuant to Foreign Borrowers without affecting in any manner the liquidity provision liability of the Purchase Agreement, whether now existing Domestic Borrowers under the other provisions hereof. The provisions of this section shall survive the expiration or hereafter arising directly between termination of the Obligor Credit Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Subordinated Creditor Until the termination of the Commitments and final payment and performance in full in cash of all of the Obligations, none of the Guarantors shall exercise and each hereby waives any rights against any Borrower as a result of payment by any Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and no Guarantor will prove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; no Guarantor will claim any set-off, recoupment or counterclaim against any Borrower in respect of any liability of such Guarantor to such Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Administrative Agent and any Lender. The payment of any amounts due with respect to any Indebtedness of any Borrower now or hereafter held by any Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations, such Guarantor will not ask, demand, xxx for, take or otherwise attempt to collect any such Indebtedness of any of the Borrowers to such Guarantor until the Guaranteed Obligations then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor shall collect or receive from any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor as trustee for the Obligor, by set-off or Administrative Agent and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Administrative Agent and the Lenders on account of the Guaranteed Obligations without affecting in any manner the liability of any Guarantor under the other manner, provisions of this §6. The provisions of this section shall survive the whole expiration or termination of the Loan Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of the Administrative Agent or any part of Lender under any monies separate subordination agreement which may, now or hereafter be owing by the Obligor, Administrative Agent or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include Lender may at any such successor or assign of the Obligor) time and from time to Subordinated Creditor or be owing by time entered into with any other person, firm, partnership or corporation to Subordinated Creditor Guarantor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor Administrative Agent or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedLender.

Subordination; Subrogation. Subordinated Creditor will not ask5.1 During (a) the continuance of an Event of Default, demandor (b) in the event that payments are received by Guarantor from Tenant in violation of the Lease, xxx for, take or receive from Guarantor subordinates to and postpones in favor of the Obligor, by set-off or in Obligations (i) any other manner, the whole present and future debts and obligations of Tenant or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession Other Guarantor to Guarantor (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless including: (A) salary, bonuses, and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only other payments pursuant to the liquidity provision any employment arrangement; (B) fees, reimbursement of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor expenses and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor other payments pursuant to the liquidity provision any independent contractor arrangement; (C) principal and interest pursuant to any Indebtedness; (D) distributions payable to any partners, members or shareholders of the Purchase Agreement, are hereinafter referred Guarantor or Affiliates of Guarantor; (E) lease payments pursuant to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive leasing arrangement; (F) any payment with respect to the Indebtedness, management fees; and (G) all rights, liens and security interests of Subordinated CreditorGuarantor, whether now or hereafter arising and howsoever existingarising, in any assets of the Obligor Tenant or any assets Other Guarantor, and (ii) any liens or security interests securing the Liabilities shall be and hereby are subordinated to the rights and interests payment of the Investors Indebtedness. During (a) the continuance of an Event of Default, or (b) in those assets; and Subordinated Creditor the event that payments are received by Guarantor from Tenant in violation of the Lease, Guarantor shall have no right to possession of any such asset assets of Tenant or any Other Guarantor or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until the Obligations have been paid and performed in full. During (a) the continuance of an Event of Default, or (b) in the event that payments are received by Guarantor from Tenant in violation of the Lease, Guarantor agrees that Landlord shall be subrogated to Guarantor with respect to Guarantor’s claims against Tenant or any Other Guarantor and Guarantor’s rights, liens and security interest, if any, in any of Tenant’s or any Other Guarantor’s assets and proceeds thereof until all of the Liabilities shall Obligations have been fully paid and satisfiedperformed in full. 5.2 After the occurrence of an Event of Default and until such Event of Default is cured or after the commencement of any bankruptcy or insolvency proceeding by or against Tenant and until such proceeding is dismissed, Guarantor shall not: (i) make any distributions or other payments to any shareholder, member, partner, other equity interest holder or Affiliates of Guarantor (other than to Tenant); or (ii) ask for, sue for, demand, take or receive any payment, by setoff or in any other manner, including the receipt of a negotiable instrument, for all or any part of the Indebtedness owed by Tenant, or any successor or assign of Tenant, including a receiver, trustee or debtor in possession (the term “Tenant” shall include any such successor or assign of Tenant) until the Obligations have been paid in full; however, if Guarantor receives such a payment, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured. Notwithstanding anything in this Section 5 to the contrary, after an Event of Default has occurred and is outstanding, Guarantor may make cash contributions to Tenant.

Subordination; Subrogation. Subordinated Creditor Until the Full Payment of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not askprove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in any Collateral which may be held by any Secured Party or any Agent. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, xxx forfor or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, take notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive from any amounts in respect of the Obligor, by set-off or in Debt of any other mannerLoan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Lenders, the whole or any part of any monies which mayIssuing Banks and the Agents and be paid over to the Applicable Agent, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitationLenders, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations Issuing Banks and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness Agents on account of the Obligor to Obligations of such Borrower without affecting in any manner the Investors with respect to shares liability of such Borrower under the Company’s Series D Senior Convertible Preferred Stock only pursuant to other provisions hereof. The provisions of this section shall survive the liquidity provision expiration or termination of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor this Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Subordinated Creditor will Each Guarantor hereby -------------------------- expressly agrees that it shall not askexercise, demandagainst any Borrower, xxx forother guarantor, take maker, endorser or receive from the Obligorperson (a) any right which such Guarantor may now have or hereafter acquire by way of subrogation under this Guaranty, by set-off law or in otherwise or by way of reimbursement, indemnity, exoneration, or contribution; (b) any right to assert defenses as the primary obligor of the Obligations; (c) any other manner, the whole claim which it now has or may hereafter acquire against any Borrower or any part of any monies which may, now other person or hereafter be owing by the Obligor, against or any successor or assign of the Obligor, with respect to Borrower's property (including, without limitation, a receiverany property which has been pledged to secure the Obligations); or (d) any right to enforce any remedy which any Lender may now have or hereafter acquire against Borrower or any other guarantor, trustee maker or debtor endorser; in possession (any case, whether any of the term “Obligor” hereinafter foregoing claims, remedies and rights may arise in equity, under contract, by payment, statute, common law or otherwise until all Obligations and Expenses have been indefeasibly paid in full in cash. If in violation of the foregoing any amount shall include be paid to any Guarantor on account of any such successor or assign of the Obligor) to Subordinated Creditor or rights at any time, such amount shall be owing by any other person, firm, partnership or corporation to Subordinated Creditor held in trust for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant Lenders and shall forthwith be paid to the DebentureLenders to be credited and applied against the Obligations and Expenses, includingwhether matured or unmatured, without limitation, in accordance with the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness terms of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor Notes and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Credit Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.

Subordination; Subrogation. Subordinated Creditor Until the termination of the Commitments and final payment and performance in full in cash of all of the Obligations, none of the Guarantors shall exercise and hereby waives any rights against the Borrower as a result of payment by any Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor will not askprove any claim in competition with any Agent or any Lender in respect of any payment hereunder in bankruptcy, demand, xxx for, take insolvency or receive from the Obligor, by reorganization proceedings of any nature; any Guarantor will not claim any set-off off, recoupment or counterclaim against the Borrower in respect of any liability of such Guarantor; and each Guarantor waives any benefit of and any right to participate in any other manner, the whole collateral which may be held by any Agent or any part Lender. The payment of any monies which may, amounts due with respect to any Indebtedness of the Borrower now or hereafter be owing held by any Guarantor is hereby subordinated to the Obligorprior payment in full of the Guaranteed Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations such Guarantor will not demand, sxx for, or otherwise attempt to collect any successor or assign such Indebtedness of the ObligorBorrower to such Guarantor until the Guaranteed Obligations then due shall have been paid in full in cash. If, includingnotwithstanding the foregoing sentence, without limitationany Guarantor shall collect or receive any amounts in respect of such indebtedness, a receiver, such amounts shall be collected and received by such Guarantor as trustee or debtor in possession (for the term “Obligor” hereinafter shall include any such successor or assign Agents and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Obligor) Agents and the Lenders on account of the Guaranteed Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this Section 5. The provisions of this Section 5 shall survive the expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this Section 5 shall be supplemental to Subordinated Creditor and not in derogation of any rights and remedies of any Agent or be owing by any other person, firm, partnership Lender under any separate subordination agreement which any Agent or corporation any Lender may at any time and from time to Subordinated Creditor time entered into with any Guarantor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, xxx for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor Agent or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedLender.