Common use of Subordination; Subrogation Clause in Contracts

Subordination; Subrogation. (a) Guarantor subordinates to the Obligations (i) any present and future debts and obligations of Tenant to Guarantor (the “Indebtedness”), including: (A) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangement; (B) principal and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the Tenant, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any 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 Obligations have been paid and performed in full.

Subordination; Subrogation. 5.1 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 subordinates to and postpones in favor of the Obligations (i) any present and future debts and obligations of Tenant or any Other Guarantor to Guarantor (the “Indebtedness”), including: (A) salary, bonuses, and other payments pursuant to any employment arrangement; (B) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangement; (BC) principal and interest pursuant to any Indebtedness; (CD) distributions payable to any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (DE) lease payments pursuant to any leasing arrangement; (EF) any management fees; and (FG) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the TenantTenant or any Other Guarantor, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made During (Ia) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to or (b) in the extent permitted pursuant to event that payments are received by Guarantor from Tenant in violation of the Lease. , Guarantor shall have no right to possession of any 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 Obligations have been paid and performed in full.

Subordination; Subrogation. Each Guarantor hereby expressly agrees that it shall not exercise, against Borrower or any other Guarantor, or other guarantor, maker, endorser or Person, and: (a) right which such Guarantor subordinates to the Obligations (i) any present and future debts and obligations may now have or hereafter acquire by way of Tenant to Guarantor (the “Indebtedness”)subrogation under this Guaranty, including: (A) feesby law or otherwise or by way of reimbursement, reimbursement of expenses and other payments pursuant to any independent contractor arrangementindemnity, exoneration, or contribution; (Bb) principal and interest pursuant right to any Indebtednessassert defenses as the primary obligor of the Obligations; (Cc) distributions payable to other claim which it now has or may hereafter acquire against Borrower or any partners, members other Person or shareholders of Guarantor against or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the Tenant, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any 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 Borrower's property (including, without limitation, any 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’s claims , or any other guarantor, maker, endorser or Person; in any case, whether any of the 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 be paid to any Guarantor on account of any such rights at any time, such amount shall be held in trust for the benefit of the Lenders and shall forthwith be paid to the Agent, for the benefit of the Lenders, to be credited and applied against Tenant the Obligations and Guarantor’s rightsExpenses, liens and security interest, if anywhether matured or unmatured, in any of Tenant’s assets and proceeds thereof until all accordance with the terms of the Obligations have been paid Notes and performed in fullthe Credit Agreement.

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 (athe term “Obligor” hereinafter shall include any such successor or assign of the Obligor) Guarantor subordinates 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 Obligations Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (i) any present all such indebtedness, obligations and future debts and obligations of Tenant liabilities, being hereinafter referred to Guarantor (as the “Indebtedness”), including: (A) feesunless and until all obligations, reimbursement liabilities and indebtedness of expenses and other payments the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to any independent contractor arrangement; 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 (B) principal all such obligations, indebtedness and interest 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 Indebtedness; (C) distributions payable right of Subordinated Creditor to ask, demand, xxx for, take or receive any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely payment with respect to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) Indebtedness, all rights, liens and security interests of GuarantorSubordinated Creditor, whether now or hereafter arisingarising and howsoever existing, in any assets of the Tenant, Obligor or any assets securing the Liabilities shall be and (ii) any liens or security hereby are subordinated to the rights and interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing Investors in those assets; and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor Subordinated Creditor shall have no right to possession of any assets of Tenant such asset 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 Obligations Liabilities shall have been fully paid and performed in fullsatisfied.

Subordination; Subrogation. (a) Guarantor subordinates to and postpones in favor of the Obligations (i) any present and future debts and obligations of Tenant to Guarantor (the “Indebtedness”), including: (A) salary, bonuses, and other payments pursuant to any employment arrangement; (B) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangement; (BC) principal and interest pursuant to any Indebtedness; (CD) distributions payable to any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (DE) lease payments pursuant to any leasing arrangement; (EF) any management fees; and (FG) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the Tenant, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any 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 Obligations have been paid and performed in full.

Subordination; Subrogation. Notwithstanding anything contained in any instrument or document evidencing any of the Subordinated Debt (aa “Subordinated Debt Document”) Guarantor subordinates 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 (i) and, except as set forth in Section 3 below, none of the Subordinated Lenders will accelerate, ask, demand, xxx for, take or receive from any present and future debts and obligations UGI Party, by setoff or in any other manner, the whole or any part of Tenant to Guarantor (the “Indebtedness”)Subordinated Debt, including: (A) fees, reimbursement without limitation, the taking of expenses and other payments pursuant to any independent contractor arrangement; (B) principal and interest pursuant to negotiable instruments evidencing such amounts, nor any Indebtedness; (C) distributions payable to security for any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the Tenant, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any assets of Tenant or to foreclose upon any such asset, whether by judicial action or otherwiseSubordinated Debt, unless and until the payment and satisfaction in full of the Senior Obligations in cash (other than contingent indemnity obligations not yet due and payable; provided that, with respect to any reimbursement obligations in respect of any outstanding Letters of Credit, such outstanding Letters of Credit have been paid collateralized in accordance with Section 2.06(j) of the Credit Agreement) and performed termination of the Credit Agreement and all commitments by the Lenders to make Loans and other extensions of credit thereunder (the collective occurrence of such payment, satisfaction and termination is referred to herein as “Payment and Termination in fullFull”). Guarantor agrees that Landlord None of the Subordinated Lenders 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 the rights of the Holders of Senior Obligations have been paid to receive payments or distributions of assets of the UGI Parties unless and performed until Payment and Termination in fullFull 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 Senior Obligations.

Subordination; Subrogation. Except as otherwise specifically provided in this Agreement, the Subordinated Creditor shall not ask, demand, sue xxx, take or receive from any of Holdings, the Borrower and any of their respective Subsidiaries (acollectively, the "Debtors"), by setoff or in any other manner, all or any part of any Indebtedness which may now or hereafter be owing or otherwise payable by any Debtor or any successor of any Debtor, including, without limitation, a receiver, trustee or debtor-in-possession (the term "Debtor" hereinafter including, with respect to any Debtor, any such successor of such Debtor) Guarantor subordinates to the Obligations Subordinated Creditor(whether such Indebtedness consists of principal or interest, absolute or contingent) (i) any present and future debts all such liabilities and obligations of Tenant being referred to Guarantor (in this Agreement collectively as the “Indebtedness”"Subordinated Obligations"), including: (A) fees, reimbursement without limitation, the taking of expenses any negotiable instruments evidencing the Subordinated Obligations, unless and other payments pursuant to any independent contractor arrangement; (B) principal until all obligations, liabilities and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members or shareholders indebtedness of Guarantor or Affiliates of Guarantor, solely such Debtor to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to Lender Parties arising under any leasing arrangement; (E) any management fees; Loan Document and (F) all rights, liens and security interests of Guarantor, whether now existing or hereafter arising, or acquired outright, conditionally or as collateral security from another Person by the Lender Parties (all such obligations, indebtedness and liabilities of such Debtor to the Lender Parties being referred to in this Agreement collectively as the "Obligations"), shall have been fully and indefeasibly paid and satisfied and all financing arrangements between such Debtor and the Lender Parties have been terminated. Notwithstanding any right of the Subordinated Creditor to ask, demand, sue xxx, take or receive any payment with respect to the Subordinated Obligations of any Debtor, all Liens of the Subordinated Creditor, whether now existing or hereafter arising, on any assets of any Debtor or on any assets securing the TenantObligations are hereby subordinated in all respects to all Liens and other rights and interests of the Lender Parties in those assets, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor Subordinated Creditor shall have no right to possession of any assets of Tenant such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations have been fully and indefeasibly paid and performed in fullsatisfied and all financing arrangements between such Debtor and the Lender Parties have been terminated. Guarantor The Subordinated Creditor agrees that Landlord that, regardless of whether the Obligations of any Debtor are secured or unsecured, the Lender Parties shall be subrogated to Guarantor the rights of the Subordinated Creditor with respect to Guarantor’s the Subordinated Creditor's claims against Tenant such Debtor and Guarantor’s rights, liens and security interestthe Subordinated Creditor's Liens, if any, in any of Tenant’s such Debtor's assets and the proceeds thereof until all of the Obligations have been fully and indefeasibly paid and performed in fullsatisfied and all financing arrangements between such Debtor and the Lender Parties have been terminated.

Subordination; Subrogation. Each Guarantor hereby expressly agrees -------------------------- that it shall not exercise, against any Borrower, other guarantor, maker, endorser or person (a) any right which such Guarantor subordinates to the Obligations may now have or hereafter acquire by way of subrogation under this Guaranty, by law or otherwise or by way of reimbursement, indemnity, exoneration, or contribution; (ib) any present and future debts and obligations right to assert defenses as the primary obligor of Tenant to Guarantor (the “Indebtedness”), including: (A) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangementObligations; (B) principal and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (Ec) any management fees; and (F) all rights, liens and security interests of Guarantor, whether other claim which it now has or may hereafter arising, in acquire against any assets of the Tenant, and (ii) Borrower or any liens other person or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any assets of Tenant against 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 Borrower's property (including, without limitation, any 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 Tenant Borrower or any other guarantor, maker or endorser; in any case, whether any of the foregoing claims, remedies and Guarantor’s rightsrights may arise in equity, liens under contract, by payment, statute, common law or otherwise until all Obligations and security interestExpenses have been indefeasibly paid in full in cash. If in violation of the foregoing any amount shall be paid to any Guarantor on account of any such rights at any time, if anysuch amount shall be held in trust for the benefit of the Lenders and shall forthwith be paid to the Lenders to be credited and applied against the Obligations and Expenses, whether matured or unmatured, in any of Tenant’s assets and proceeds thereof until all accordance with the terms of the Obligations have been paid Notes and performed in fullthe Credit Agreement.

Subordination; Subrogation. Notwithstanding anything contained in any instrument or document evidencing any of the Subordinated Debt (aa “Subordinated Debt Document”) Guarantor subordinates 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 (i) and, except as set forth in Section 3 below, none of the Subordinated Lenders will accelerate, ask, demand, xxx for, take or receive from any present and future debts and obligations UGIES Party, by setoff or in any other manner, the whole or any part of Tenant to Guarantor (the “Indebtedness”)Subordinated Debt, including: (A) fees, reimbursement without limitation, the taking of expenses and other payments pursuant to any independent contractor arrangement; (B) principal and interest pursuant to negotiable instruments evidencing such amounts, nor any Indebtedness; (C) distributions payable to security for any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the Tenant, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any assets of Tenant or to foreclose upon any such asset, whether by judicial action or otherwiseSubordinated Debt, unless and until the payment and satisfaction in full of the Senior Obligations in cash (other than contingent indemnity obligations not yet due and payable; provided that, with respect to any reimbursement obligations in respect of any outstanding Letters of Credit, such outstanding Letters of Credit have been paid collateralized in accordance with Section 2.06(j) of the Credit Agreement) and performed termination of the Credit Agreement and all commitments by the Senior Lenders to make Loans and other extensions of credit thereunder (the collective occurrence of such payment, satisfaction and termination is referred to herein as “Payment and Termination in fullFull”). Guarantor agrees that Landlord None of the Subordinated Lenders 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 the rights of the Holders of Senior Obligations have been paid to receive payments or distributions of assets of the UGIES Parties unless and performed until Payment and Termination in fullFull 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 Senior Obligations.

Subordination; Subrogation. Except as otherwise specifically provided in this Agreement, the Subordinated Creditor shall not ask, demand, sue for, take or receive from any of Holdings, any Borrower or any of xxeir respective Subsidiaries (acollectively, the "Debtors"), by setoff or in any other manner, all or any part of any Indebtedness which may now or hereafter be owing or otherwise payable by any Debtor or any successor of any Debtor, including, without limitation, a receiver, trustee or debtor-in-possession (the term "Debtor" hereinafter including, with respect to any Debtor, any such successor of such Debtor) Guarantor subordinates to the Obligations Subordinated Creditor (iwhether such Indebtedness consists of principal or interest, absolute or contingent) any present and future debts (all such liabilities and obligations of Tenant being referred to Guarantor (in this Agreement collectively as the “Indebtedness”"Subordinated Obligations"), including: (A) fees, reimbursement without limitation, the taking of expenses any negotiable instruments evidencing the Subordinated Obligations, unless and other payments pursuant to any independent contractor arrangement; (B) principal until all obligations, liabilities and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members or shareholders indebtedness of Guarantor or Affiliates of Guarantor, solely such Debtor to the extent such distributions are payable Lender Parties arising under any Loan Document (including, without limitation, under any interest rate hedge or foreign currency hedge entered into by using distributions received from Tenant; (Dthe Administrative Agent or any Bank in connection therewith) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now existing or hereafter arising, or acquired outright, conditionally or as collateral security from another Person by the Lender Parties (all such obligations, indebtedness and liabilities of such Debtor to the Lender Parties being referred to in this Agreement collectively as the "Obligations"), shall have been fully and indefeasibly paid and satisfied and all financing arrangements between such Debtor and the Lender Parties have been terminated. Notwithstanding any right of the Subordinated Creditor to ask, demand, sue for, take or receive any payment with respect to the Subordinated Xxligations of any Debtor, all Liens of the Subordinated Creditor, whether now existing or hereafter arising, on any assets of any Debtor or on any assets securing the TenantObligations are hereby subordinated in all respects to all Liens and other rights and interests of the Lender Parties in those assets, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor Subordinated Creditor shall have no right to possession of any assets of Tenant such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations have been fully and indefeasibly paid and performed in fullsatisfied and all financing arrangements between such Debtor and the Lender Parties have been terminated. Guarantor The Subordinated Creditor agrees that Landlord that, regardless of whether the Obligations of any Debtor are secured or unsecured, the Lender Parties shall be subrogated to Guarantor the rights of the Subordinated Creditor with respect to Guarantor’s the Subordinated Creditor's claims against Tenant such Debtor and Guarantor’s rights, liens and security interestthe Subordinated Creditor's Liens, if any, in any of Tenant’s such Debtor's assets and the proceeds thereof until all of the Obligations have been fully and indefeasibly paid and performed in fullsatisfied and all financing arrangements between such Debtor and the Lender Parties have been terminated.

Subordination; Subrogation. Each Guarantor hereby -------------------------- expressly agrees that it shall not exercise, against any Borrower, other guarantor, maker, endorser or person (a) any right which such Guarantor subordinates to the Obligations may now have or hereafter acquire by way of subrogation under this Guaranty, by law or otherwise or by way of reimbursement, indemnity, exoneration, or contribution; (ib) any present and future debts and obligations right to assert defenses as the primary obligor of Tenant to Guarantor (the “Indebtedness”), including: (A) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangementObligations; (B) principal and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (Ec) any management fees; and (F) all rights, liens and security interests of Guarantor, whether other claim which it now has or may hereafter arising, in acquire against any assets of the Tenant, and (ii) Borrower or any liens other person or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any assets of Tenant against 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 Borrower's property (including, without limitation, any 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 Tenant Borrower or any other guarantor, maker or endorser; in any case, whether any of the foregoing claims, remedies and Guarantor’s rightsrights may arise in equity, liens under contract, by payment, statute, common law or otherwise until all Obligations and security interestExpenses have been indefeasibly paid in full in cash. If in violation of the foregoing any amount shall be paid to any Guarantor on account of any such rights at any time, if anysuch amount shall be held in trust for the benefit of the Lenders and shall forthwith be paid to the Lenders to be credited and applied against the Obligations and Expenses, whether matured or unmatured, in any of Tenant’s assets and proceeds thereof until all accordance with the terms of the Obligations have been paid Notes and performed in fullthe Credit Agreement.

Subordination; Subrogation. (a) In the event the Guarantor subordinates shall advance any sums to the Obligations (i) any present and future debts and obligations of Tenant to Guarantor (Borrowers, or in the “Indebtedness”), including: (A) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangement; (B) principal and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members event the Borrowers has heretofore or shareholders of Guarantor or Affiliates of Guarantor, solely shall hereafter become indebted to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the Tenant, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any assets of Tenant or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until before the Obligations have been paid and performed in full. Guarantor agrees that Landlord , all such advances and indebtedness shall be subrogated subordinate in all respects to the Obligations (the "Guarantor with respect Subordinated Debt"). Any payment to Guarantor’s claims against Tenant the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and Guarantor’s rights, liens received by the Administrative Agent or the Guarantor in trust for the Lenders and security interest, if any, in any of Tenant’s assets and proceeds thereof until all 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, receive, 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 or accept any collateral or security therefor without the prior 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 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 property, which shall be payable or deliverable upon, or with respect to, all or any part of the Guarantor Subordinated Debt or otherwise shall be paid or delivered directly to the Administrative Agent for application to the obligations and liabilities of the Guarantor under this Agreement (whether due or not due and in such order and manner as the Administrative Agent may determine in the exercise of its sole discretion) until the obligations of the Guarantor hereunder shall have been fully paid and performed 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 fullthe 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 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 (athe term “Obligor” hereinafter shall include any such successor or assign of the Obligor) Guarantor subordinates 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 Obligations Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (i) any present all such indebtedness, obligations and future debts and obligations of Tenant liabilities, being hereinafter referred to Guarantor (as the “Indebtedness”), including: (A) feesunless and until all obligations, reimbursement liabilities and indebtedness of expenses and other payments the Obligor to the Investors, defined above, pursuant to any independent contractor arrangement; 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 (B) principal all such obligations, indebtedness and interest 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 Indebtedness; (C) distributions payable right of Subordinated Creditor to ask, demand, xxx for, take or receive any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely payment with respect to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) Indebtedness, all rights, liens and security interests of GuarantorSubordinated Creditor, whether now or hereafter arisingarising and howsoever existing, in any assets of the Tenant, Obligor or any assets securing the Liabilities shall be and (ii) any liens or security hereby are subordinated to the rights and interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing Investors in those assets; and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor Subordinated Creditor shall have no right to possession of any assets of Tenant such asset 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 Obligations Liabilities shall have been fully paid and performed in fullsatisfied.

Subordination; Subrogation. (a) In the event the Guarantor subordinates shall advance any sums to the Obligations (i) any present and future debts and obligations of Tenant to Guarantor (Borrowers, or in the “Indebtedness”), including: (A) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangement; (B) principal and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members event the Borrowers has heretofore or shareholders of Guarantor or Affiliates of Guarantor, solely shall hereafter become indebted to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the Tenant, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any assets of Tenant or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until before the Obligations have been paid and performed in full. Guarantor agrees that Landlord , all such advances and indebtedness shall be subrogated subordinate in all respects to the Obligations (the "Guarantor with respect Subordinated Debt"). Any payment to Guarantor’s claims against Tenant the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and Guarantor’s rights, liens received by the Administrative Agent or the Guarantor in trust for the Lenders and security interest, if any, in any of Tenant’s assets and proceeds thereof until all 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, receive, 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 or accept any collateral or security therefor without the prior 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 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 property, which shall be payable or deliverable upon, or with respect to, all or any part of the Guarantor Subordinated Debt or otherwise shall be paid or delivered directly to the Administrative Agent for application to the obligations and liabilities of the Guarantor under this Agreement (whether due or not due and in such order and manner as the Administrative Agent may determine in the exercise of its sole discretion) until the obligations of the Guarantor hereunder shall have been fully paid and performed 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 full.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. (a) Upon the occurrence of an Event of Default, Guarantor subordinates each of the following to the prior payment of all of the Obligations (i) any present and future debts and obligations right to payment of Tenant to Guarantor any loan or other Debt (as defined in the “Indebtedness”), including: (ALoan Agreement) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangement; (B) principal and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now or hereafter arisingmade or extended by Guarantor to Borrower, in (ii) any assets and all rights of the Tenantindemnity, reimbursement, contribution, or subrogation which Guarantor may now or hereafter have against Borrower, and (ii) any liens or security interests securing the payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Leasemanagement fees or other compensation. Guarantor shall have no right to possession not, without the prior written consent of any assets of Tenant or to foreclose upon Lender, accept payment on any such asset, whether by judicial subordinate obligations and shall not take any action or otherwise, unless to enforce any such subordinate obligations. This subordination is unconditional and shall remain in full force and effect until the Obligations have been paid and performed in full. Guarantor agrees that Landlord hereby indemnifies Lender against any and all costs, claims, losses or liabilities, including reasonable attorneys’ fees, which it may at any time, sustain or incur as a Active/52667782.1 result of preference claims in bankruptcy on behalf of Borrower’s bankruptcy estate. This Guaranty shall be subrogated to Guarantor with respect to Guarantor’s claims against Tenant and Guarantor’s rightscontinuing, liens and security interestand, if anyLender is required by applicable bankruptcy or other law to disgorge any monies previously paid to it by Borrower, in any Guarantor shall be liable according to the terms hereof, notwithstanding that the books and records of Tenant’s assets and proceeds thereof until all of Lender may previously have shown the Obligations to have been paid and performed in fullfully repaid or that Lender may have informed Guarantor or taken other affirmative actions to release this Guaranty.

Subordination; Subrogation. (a) In the event the Guarantor subordinates shall advance any sums to the Obligations (i) any present and future debts and obligations of Tenant to Guarantor (Borrowers, or in the “Indebtedness”), including: (A) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangement; (B) principal and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members event the Borrowers has heretofore or shareholders of Guarantor or Affiliates of Guarantor, solely shall hereafter become indebted to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the Tenant, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any assets of Tenant or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until before the Obligations have been paid and performed in full. Guarantor agrees that Landlord , all such advances and indebtedness shall be subrogated subordinate in all respects to the Obligations (the "Guarantor with respect Subordinated Debt"). Any payment to Guarantor’s claims against Tenant the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and Guarantor’s rights, liens received by the Administrative Agent or the Guarantor in trust for the Lenders and security interest, if any, in any of Tenant’s assets and proceeds thereof until all 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, receive, 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 or accept any collateral or security therefor without the prior 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 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 property, which shall be payable or deliverable upon, or with respect to, all or any part of the Guarantor Subordinated Debt or otherwise shall be paid or delivered directly to the Administrative Agent for application to the obligations and liabilities of the Guarantor under this Agreement (whether due or not due and in such order and manner as the Administrative Agent may determine in the exercise of its sole discretion) until the obligations of the Guarantor hereunder shall have been fully paid and performed 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 full.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