Common use of Subordination Clause in Contracts

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: This Agreement, and any and all rights of Manager hereunder, are and shall be subject and subordinate to any financing (awhether senior financing, mezzanine level financing, or preferred equity) respecting the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers Project (or any of themportion thereof) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”"Property Financings"), as and any ground or master lease with respect to the Project or any portion thereof (collectively, "Leases"), and all renewals, extensions, modifications, consolidations and replacements thereof, and to each and every advance made or hereafter to be made under any such Senior Debt Property Financings or Leases. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Manager shall promptly execute, acknowledge and deliver any instrument that Owner, the landlord under any of the Leases or the holder of any such Property Financings or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may be modified renewed, extended, increased or modified in reasonably request to evidence such subordination. At any way time and from time to time time, upon not less than ten (10) business days prior notice from Manager or Owner, Manager shall furnish to Owner, or a designee thereof, an estoppel certifying that this Agreement is unmodified and including all principalin full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), interestthe date to which Manager has been paid hereunder, fees, expenses and other amounts owing from time that to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect knowledge of the Senior Debt have been paid in full and certifying party, no default exists or an event of default has occurred and is continuing or, if a default or an event of default shall exist, specifying in respect reasonable detail the nature thereof and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any subordination or estoppel furnished pursuant to this Section 12.12 may be relied upon by Owner, and its affiliates, lenders, and any prospective landlord or lender of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender applicable Project. Manager shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object unreasonably withhold its consent to any borrowing under any Senior Debt; (e) the Lender agreesamendment to this Agreement reasonably required by such lender or lessor, at the request of any holder of Senior Debt, to execute and deliver to provided that such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that amendment does not request (i) increase Manager's financial obligations hereunder, or receive such (ii) have a confirmation; and material adverse effect upon Manager's rights hereunder, or (fiii) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsmaterially increase Manager's non-economic obligations hereunder.

Subordination. The Lender Subordinated Creditor hereby agrees for itself and its successors and assigns that, except as follows: (a) otherwise expressly provided herein, the payment terms, provisions and liens of the Obligations is subordinated andSubordinated Mortgages, subject to and any of the right of payment Subordinated Creditor's liens or security interests in the Real Properties (but only to the extent of McDonald's interest in such Real Properties), are hereby intentionally and unconditionally subordinated to, and at all times shall be junior, subject and subordinate to the terms, provisions and liens of the Senior Mortgages (including, without limitation, the liens securing future optional and/or obligatory increases in the manner amount of the Senior Obligations or advances by McDonald's to or for the benefit of the Borrower, regardless of the use to which such advances are put), as well as to any and all increases therein and all extensions, consolidations, modifications, renewals, refinancings and supplements thereto. The Subordinated Creditor hereby waives any right it may have to require that ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ any assets of the Borrower in favor of the Subordinated Creditor and the Subordinated Creditor agrees that it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in the Real Properties which is or may be prior or superior in right to the Senior Mortgages, including but not limited to advances for real estate taxes and assessments. The rights and priorities set forth in paragraph (bthis Paragraph 2(a) belowshall be effective notwithstanding the order of creation, postponed to the repayment in full of all other indebtedness attachment, vesting or perfection of the Borrowers (rights of McDonald's under the Senior Mortgages, or of the Subordinated Creditor under the Subordinated Mortgages, the Subordinated Creditor Indenture or any of them) and all liabilities and obligations of the Borrowers other documents executed in connection therewith (including, without limitation, any UCC-1 financing statements or any of themfixture filings). The Subordinated Creditor shall be deemed to have consented (i) to any holder of such indebtedness of any kindaction by Borrower to which McDonald's consents pursuant to the Senior Mortgages and (ii) to each act of, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyfailure to act by, the “Borrower that is not prohibited by the Senior Debt”Mortgages, provided that, both with respect to (i) and (ii), as such Senior Debt may be modified reneweddeemed consent is applicable only to acts or failures to act in connection with the sale, extendedconstruction, increased restoration, insurance, condemnation or modified in alterations of, to or on, or with respect to the Real Properties and any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or matters relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsReal Properties.

Subordination. The Lender Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of the Working Capital Facility Collateral Agent or any Working Capital Facility Lender, the Existing Notes Collateral Agent or any Existing Notes Noteholder, the Interim Notes Collateral Agent or any Interim Notes Noteholder, the Pari Passu Collateral Agent or any holder of any Pari Passu Indebtedness, in each case in any Shared Collateral, and notwithstanding any conflicting provisions, terms or conditions of the UCC or any other applicable law or the Existing Notes Documents, the Interim Notes Documents, the Pari Passu Indebtedness Documents or the Working Capital Facility Documents or any other circumstance whatsoever, each of the Authorized Representatives hereby agrees as followsagree that: (a) any Lien on the payment Working Capital Facility Collateral securing any or all of the Working Capital Facility Obligations is subordinated and, (subject to the right principal amount thereof not exceeding the Working Capital Facility Debt Cap) now or hereafter held by the Working Capital Facility Collateral Agent shall be senior and prior to any Lien on the Shared Collateral securing any or all of payment the Existing Notes Obligations, the Interim Notes Obligations or the Pari Passu Obligations, whether or not any such Liens securing any of the Working Capital Facility Obligations are subordinated to any Lien securing any other obligation of the extent Company or any Guarantor, in each case, on the terms and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debtthis Agreement; (b) any Lien on the Lender may not receive Shared Collateral securing any payment in respect of any Obligations unless, at the time of such payment, or all amounts then due and owing under or in respect of the Senior Debt have been paid in full Interim Notes Obligations or the Pari Passu Obligations now or hereafter held by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, respectively, shall be senior and no default exists in respect prior to any Lien on the Shared Collateral securing any or all of the Senior Debt Existing Notes Obligations, whether or not any such Liens securing any of the Interim Notes Obligations and the Pari Passu Obligations are subordinated to any Lien securing any other obligation of the Company or any document evidencingGuarantor, securing or relating to in each case, on the Senior Debtterms and in the manner set forth in this Agreement; (c) any Lien on the Lender Shared Collateral now or hereafter held by the Existing Notes Collateral Agent, the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, regardless of how acquired, shall not accept be junior and subordinate in all respects to all Liens on the Shared Collateral securing any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect all of the Obligations;Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap); and (d) any Lien on the Lender Shared Collateral now or hereafter held by the Existing Notes Collateral Agent, regardless of how acquired, shall not initiate be junior and subordinate in all respects to all Liens on the Shared Collateral securing any or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation all of the subordination provided for herein in Interim Notes Obligations and the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsPari Passu Obligations.

Subordination. The Lender hereby agrees as follows: (a) As between the payment Liquidity Providers (and any additional liquidity provider in respect of any Refinancing Certificates), on the Obligations is subordinated andone hand, subject to and the right of payment to the extent Trustees (and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (any Refinancing Trustees or any of themAdditional Trustee) and all liabilities the Certificateholders (and obligations of the Borrowers (any Refinancing Certificateholders or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”Additional Certificateholders), on the other hand, and as such Senior Debt may among the Trustees (and any Refinancing Trustees or Additional Trustee) and the related Certificateholders (and any Refinancing Certificateholders or Additional Certificateholders), this Agreement shall be modified reneweda subordination agreement for purposes of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code, extended, increased or modified in any way as amended from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;time. (b) Notwithstanding the Lender may provisions of this Agreement, if prior to the payment in full to the Liquidity Providers of all Liquidity Obligations then due and payable, any party hereto shall have received any payment or distribution in respect of Equipment Notes or any other amount under the Indentures or other Operative Agreements which, had the subordination provisions of this Agreement been properly applied to such payment, distribution or other amount, would not receive have been distributed to such Person, then such payment, distribution or other amount shall be received and held in trust by such Person and paid over or delivered to the Subordination Agent for application as provided herein. (c) If any Trustee, any Liquidity Provider or the Subordination Agent receives any payment in respect of any Obligations unlessobligations owing hereunder (or, at in the time case of the Liquidity Providers, in respect of the Liquidity Obligations), which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent of such payment, all amounts then due and owing under or such obligations (or, in respect the case of the Senior Debt have been paid Liquidity Providers, such Liquidity Obligations) intended to be satisfied shall be revived and continue in full force and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall effect as if such payment had not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations;been received. (d) Each of the Lender Trustees (on behalf of themselves and the holders of the Certificates), the Liquidity Providers and the Subordination Agent confirm that the payment priorities specified in Section 3.2 shall apply in all circumstances, notwithstanding the fact that the obligations owed to the Trustees and the holders of Certificates are secured by certain assets and the Liquidity Obligations may not initiate or prosecute be so secured. The Trustees expressly agree (on behalf of themselves and the holders of the Certificates) not to assert priority over the holders of Liquidity Obligations (except as specifically set forth in Section 3.2) due to their status as secured creditors in any claimbankruptcy, action insolvency or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt;legal proceeding. (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation Each of the subordination provided for herein in Trustees (on behalf of themselves and the form attached as Exhibit Cholders of the Certificates), but the Liquidity Providers and the Subordination Agent may take any of the following actions without prejudice to the impairing their rights of any holder of Senior Debt that does not request or receive such a confirmation; andunder this Agreement: (fi) the Borrowers are not restricted from incurring indebtedness or charging their obtain a Lien on any property and undertaking to secure any indebtedness amounts owing to it hereunder, including, in the case of the Liquidity Providers, the Liquidity Obligations, (ii) obtain the primary or secondary obligation of any other obligationsobligor with respect to any amounts owing to it hereunder, including, in the case of the Liquidity Providers, any of the Liquidity Obligations, (iii) renew, extend, increase, alter or exchange any amounts owing to it hereunder, including, in the case of the Liquidity Providers, any of the Liquidity Obligations, or release or compromise any obligation of any obligor with respect thereto, (iv) refrain from exercising any right or remedy, or delay in exercising such right or remedy, which it may have, or (v) take any other action which might discharge a subordinated party or a surety under applicable law; provided, however, that the taking of any such actions by any of the Trustees, the Liquidity Providers or the Subordination Agent shall not prejudice the rights or adversely affect the obligations of any other party under this Agreement.

Subordination. The Lender hereby Each Obligor covenants and agrees as follows: (a) that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Obligor), fees, charges, expenses, reasonable attorneys’ fees and any other sum, obligation or liability owing by any other Obligor to such Obligor, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 13.16, postponed to the repayment prior payment in full of all other indebtedness of the Borrowers Obligations (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyherein, the “Senior DebtObligations”) and that the subordination is for the benefit of Lenders, and Lenders may enforce such provisions directly (it being understood that nothing in this Section 13.16 shall prohibit any payment on any Intercompany Obligations so long as no Default or Event of Default has occurred and is continuing). (a) Each Obligor hereby (i) authorizes Lenders to demand specific performance of the terms of this Section 13.16 whether or not any other Obligor shall have complied with any of the provisions hereof applicable to it, at any time when such Obligor shall have failed to comply with any provisions of this Section 13.16 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect remedy of such Senior Debt;specific performance. (b) Upon any distribution of assets of any Obligor in any dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the Lender may not benefit of creditors or otherwise) and subject to the provisions of Section 13.16: (i) Lenders shall first be entitled to receive payment in full in cash of the Senior Obligations before any Obligor is entitled to receive any payment in respect on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to which any other Obligor would be entitled except for the provisions of Section 13.16, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Lenders, to the extent necessary to make payment in full of all Senior Obligations unlessremaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to Lenders. (iii) In the event that notwithstanding the foregoing provisions of Section 13.16, at any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, shall be received by any other Obligor on account of the time of Intercompany Obligations before all Senior Obligations are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to Lenders for application to the payment of the Senior Debt Obligations until all of the Senior Obligations shall have been paid in full and no default exists in respect of the Senior Debt full, after giving effect to any concurrent payment or any document evidencing, securing distribution or relating provision therefor to the Senior Debt;Lenders. (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect No right of the Obligations; (d) the Lender shall not initiate Lenders or prosecute any claim, action other present or other proceeding challenging the enforceability future holders of any Senior Debt Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or object impaired by any act or failure to any borrowing under any Senior Debt; (e) act on the Lender agrees, at the request part of any holder Obligor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Obligor with the terms hereof, regardless of Senior Debt, to execute and deliver to any knowledge thereof which any such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbe otherwise charged with.

Subordination. (a) The Subordinated Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated andthat all its right, subject title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness rights of the Borrowers (or any of them) and all liabilities and obligations Senior Lenders in respect of the Borrowers Senior Obligations, including the payment of principal, premium (or any of them) to any holder of such indebtedness if any), interest (including interest accruing during the pendency of any kindbankruptcy, now insolvency, receivership or hereafter existingother similar proceeding, direct regardless of whether allowed or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”allowable in such proceeding), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses expense and reimbursement obligations indemnification obligations and all other amounts owing from time to time payable under the Credit Agreement, any other Credit Document, or in respect of such Senior Debt;thereof. (b) The Borrower and the Subordinated Lender may not hereby agree that, notwithstanding any provision to the contrary in any agreement governing or evidencing Subordinated Obligations, no payment (whether directly, by purchase, redemption or exercise of any rights of setoff or otherwise and whether mandatory or voluntary) in respect of the Subordinated Obligations, whether of principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of the Borrower or received, accepted or demanded, directly or indirectly, by or on behalf of the Subordinated Lender at any time prior to the payment in full in cash of all the Senior Obligations. (c) Upon any distribution of all or substantially all of the assets of the Borrower or upon any dissolution, winding up, liquidation or reorganization of the Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower, or otherwise: (i) the Senior Lenders shall first be entitled to receive indefeasible payment in full in cash of the Senior Obligations (whenever arising) before the Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations of the Borrower, whether of principal, interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of the assets of; the Borrower of any kind or character, whether in cash, securities or other property, to which the Subordinated Lender would be entitled except for the provisions of this Section 1 shall be paid or delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. The Subordinated Lender agrees not to ask, demand, ▇▇▇ for or take or receive from the Borrower in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the Subordinated Obligations to the extent prohibited by the preceding sentence, and agrees that in connection with any proceeding involving the Borrower under any bankruptcy, insolvency reorganization, arrangement, receivership or similar law (i) the Agent is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Lender or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Obligations and enforcing any security interest or other lien securing payment of the Subordinated Obligation) as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Lenders and (ii) the Subordinated Lender shall duly and promptly take such action as the Collateral Agent, if any, may request to (A) collect amounts in respect of the Subordinated Obligations for the account of the Senior Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Obligations, (B) execute and deliver to such Collateral Agent such irrevocable powers of attorney, assignments or other instruments as such Collateral Agent may request in order to enable such Collateral Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Obligations unlessand (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations. A copy of this Subordination Agreement may be filed with any court as evidence of the Senior Lenders’ right, power and authority thereunder. (d) In the event that any payment by, or on behalf of, or distribution of the assets of, the Borrower of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be received by or on behalf of the Subordinated Lender or any Affiliate thereof at a time when such payment is prohibited by this Subordination Agreement, such payment or distribution shall be held by the time Subordinated Lender in trust (segregated from other property of the Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. (e) Subject to the prior indefeasible payment in full in cash of the Senior Obligations, the Subordinated Lender shall be subrogated to the rights of the Senior Lenders to receive payments or distributions in cash, securities or other property of the Borrower to the Senior Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full in cash, and, as between and among the Borrower, its creditors (other than the Senior Lenders) and the Subordinated Lender, no such payment or distribution made to the Senior Lenders by virtue of this Subordination Agreement that otherwise would have been made to the Subordinated Lender shall be deemed to be a payment by the Borrower on account of the Subordinated Obligations, it being understood that the provisions of this paragraph (e) are intended solely for the purpose of defining the relative rights of the Subordinated Lender and the Senior Lenders. (f) Without the prior written consent of the Agent, the Borrower shall not give, or permit to be given, and the Subordinated Lender shall not receive, accept or demand, (i) any security of any nature whatsoever for the Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Borrower or any Subsidiary of the Borrower or (ii) any guarantee, of any nature whatsoever, by the Borrower or any Subsidiary of the Borrower, of the Subordinated Obligations other than any guarantee subordinated to the Senior Obligations on terms substantially identical to (and no less favorable in any significant respect to the Senior Lender than) those hereof. The Subordinated Lender agrees that all the proceeds of any such security or guarantee shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Subordinated Obligations. (g) Any and all instruments or records now or hereafter creating or evidencing the Subordinated Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, shall contain the following legend: “Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent permitted under the Subordination Agreement, dated [ ], [ ] 20[ ], among, inter alia, [ ] and [ ], which Subordination Agreement is incorporated herein with the same effect as if fully set forth herein.” (h) The Subordinated Lender agrees that, except for claims submitted in any proceeding contemplated by Section 2(c) hereof, it will not take any action to cause the Subordinated Obligations to become payable prior to their scheduled maturity or exercise any remedies or take any action or proceeding to enforce the Subordinated Obligations if the payment of such paymentSubordinated Obligation is then prohibited by this Subordination Agreement, all amounts then due and owing under the Subordinated Lender further agrees not to file, or to join with any other creditors of the Borrower in filing, any petition commencing any bankruptcy, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of creditors against or in respect of the Senior Debt have been paid Borrower or any other marshalling of the assets and liabilities of the Borrower (provided, that this prohibition shall in full and no default exists event be construed so as to limit the Subordinated Lender’s right to cause the Subordinated Obligations to become payable prior to their scheduled maturity if all the outstanding Loans in respect of the Senior Debt or any document evidencing, securing or relating Borrower under the Credit Agreement have been declared due and payable prior to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsscheduled maturity dates).

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is Indemnitee agrees that all amounts payable by Indemnitor to Indemnitee hereunder shall be subordinated and, subject to the in right of payment to the extent and prior Payment in Full of all Senior Indebtedness (whether outstanding on the manner set forth date hereof or hereafter created, incurred, assumed or guaranteed) as provided in paragraph this Section 2.14. (b) below, postponed In the event of any payment or distribution of assets during any Insolvency Proceeding of Indemnitor or any Person providing a Guarantee: (i) holders of Senior Indebtedness shall first be entitled to the repayment receive Payment in full Full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time Obligations due in respect of such Senior Debt; Indebtedness (bincluding interest after the commencement of any such Insolvency Proceeding at the rate specified in the documentation for the applicable Senior Indebtedness) or provision shall be made for such amount in cash, or other payments satisfactory to all of the Lender may not holders of Senior Indebtedness (such satisfaction to be evidenced in writing by such holders of Senior Indebtedness), before Indemnitee shall be entitled to receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmationhereunder; and (fii) until all Obligations with respect to Senior Indebtedness (as provided in clause (i) above) are Paid in Full, any distribution to which Indemnitee would be entitled but for this Section 2.14 shall be made to the Borrowers are not restricted from incurring indebtedness Senior Agent (or charging their property if there is no Senior Agent, the applicable Financial Representative in accordance with the terms of the Senior Indebtedness and undertaking to secure any indebtedness or other obligationsintercreditor agreement applicable thereto).

Subordination. The Lender Maker hereby agrees as followsagrees, and the holder of this Note by its acceptance hereof agrees, that the payment of the principal of and interest on this Note is hereby expressly made subordinate and junior in right of payment, to the extent set forth in the following paragraphs (a) and (b), to the prior payment in full of all Senior Debt of the Maker: (a) insolvency or bankruptcy, then the holders of Senior Debt shall be entitled to receive payment in full of all principal of, and premium, if any, and interest on all Senior Debt before the holder of this Note shall be entitled to receive any payment on account of principal of or interest on this Note, and to that end the holders of Senior Debt shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of this Note, except securities of the Obligations is subordinated and, subject to the Maker which are subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full payment of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;then outstanding. (b) In the Lender may event that the holder of this Note shall have received written notice to the effect that an event of default shall have occurred on any Senior Debt and be continuing (under circumstances in which the provisions of the foregoing paragraph (a) are not receive any payment in respect applicable), then, during the continuance of any Obligations unlesssuch event of default, all principal of and premium, if any, and interest on all Senior Debt outstanding at the time of such paymentnotice shall first be paid in full, all amounts then due and owing under before any payment on account of principal or in respect interest is made upon this Note. The provisions of this Section 4 are for the purpose of defining the relative rights of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder 7 7 holders of Senior Debt that does not request on the one hand, and the holder of this Note on the other hand, against the Maker and its property; and nothing herein shall impair, as between the Maker and the holder of this Note, the obligation of the Maker, which is unconditional and absolute, to pay to the holder thereof the principal thereof and interest thereon in accordance with the terms and the provisions thereof; nor shall anything herein prevent the holder of this Note from exercising all remedies otherwise permitted by applicable law or hereunder upon default under this Note, subject to the rights, if any, under this Section 4 of holders of Senior Debt to receive such a confirmation; and (f) cash, property, stock or obligations otherwise payable or deliverable to the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsholder of this Note.

Subordination. The Lender hereby agrees as follows: (a) the payment Rights Not Impaired by Acts or Omissions of the Obligations is subordinated and, subject to the right Issuer or Holders of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness Senior Indebtedness. No rights of any kind, now present or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether future holders of any Senior Indebtedness to enforce subordination as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holders or by any noncompliance by the Issuer with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuer may, at any time and from time to time time, without the consent of or notice to the Trustee or the Holders of the Subordinated Securities, without incurring responsibility to the Holders of the Subordinated Securities and including all principal, interest, fees, expenses and other amounts owing from time without impairing or releasing the subordination provided in this Article ____ or the obligations hereunder of the Holders of the Subordinated Securities to time in respect the holders of such Senior Debt; Indebtedness, do any one or more of the following: (bi) change the Lender may not receive any manner, place or terms of payment in respect of any Obligations unless, at or extend the time of payment of, or renew or alter, such paymentSenior Indebtedness, all amounts then due and owing under or otherwise amend or supplement in respect of the any manner such Senior Debt have been paid in full and no default exists in respect of the Senior Debt Indebtedness or any document evidencinginstrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection for such Senior Indebtedness; and (iv) exercise or relating to refrain from exercising any rights against the Senior Debt; (c) Issuer, as the Lender shall not accept case may be, and any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsPerson.

Subordination. The Lender hereby agrees as follows: (a) Notwithstanding the payment date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Junior Representative or any Junior Secured Parties on the Obligations is subordinated and, subject Shared Collateral or of any Liens granted to any Senior Representative or the right of payment to Senior Secured Parties on the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers Shared Collateral (or any actual or alleged defect in any of themthe foregoing) and all liabilities and obligations notwithstanding any provision of the Borrowers (UCC, any applicable law, any Junior Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Junior Representative, on behalf of themitself and each Junior Secured Party under its Junior Debt Facility, hereby agrees that any Lien on the Shared Collateral securing or purporting to secure any (i) to any holder of such indebtedness of any kind, Senior Obligations now or hereafter existingheld by or on behalf of any Senior Secured Parties or any Senior Representative or other agent or trustee therefor, direct or indirect, absolute or contingent, joint or severalregardless of how acquired, whether as principal by grant, statute, operation of law, subrogation or surety otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Junior Obligations, and (ii) Junior Obligations now or hereafter held by or on behalf of any Junior Secured Parties or any Junior Representative or other agent or trustee therefor, regardless of how acquired, whether under a credit agreementby grant, promissory notestatute, guarantee operation of law, subrogation or otherwise (collectivelyotherwise, shall be junior and subordinate in all respects to all Liens on the “Shared Collateral securing or purporting to secure any Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;Obligations. (b) All Liens on the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, Shared Collateral securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking purporting to secure any indebtedness Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Junior Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien on the Shared Collateral securing or purporting to secure any other obligationsobligation of the Company, any Centertainment Group Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject Anything in this Agreement to the contrary notwithstanding, the indebtedness evidenced by this Agreement owed by Borrower shall be subordinate and junior in right of payment payment, to the extent and in the manner hereinafter set forth in paragraph (b) belowforth, postponed to the repayment in full all obligations of all other Borrower under any indebtedness for borrowed money of the Borrowers (Borrower borrowed or any of them) and all liabilities and obligations of incurred by the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way Borrower from time to time (and including all principalany guarantees by the Borrower of any debt for borrowed money of any of its affiliates) (such obligations, the “Obligations”) (such Obligations and other indebtedness and obligations in connection with any amendment, modification, extension, increase, renewal, refunding, restructuring or refinancing thereof, including interest, fees, and expenses thereon accruing after the commencement of any proceedings referred to in clause (a) below, whether or not such interest, fees, or expenses is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”): (a) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other amounts owing from time similar proceedings in connection therewith, relative to time Borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Borrower, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in respect of all amounts constituting Senior Indebtedness before Lender is entitled to receive (whether directly or indirectly), or make any demands for, any payment or distribution on account of this Agreement and (y) until the holders of Senior Indebtedness are paid in full in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which Lender would otherwise be entitled in respect of this Agreement (other than debt securities of Borrower that are subordinated, to at least the same extent as this Agreement, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the holders of Senior Debt;Indebtedness. (b) If any Event of Default has occurred and is continuing and after notice from any lender of holder of Senior Indebtedness (provided that no such notice shall be required to be given in the Lender may not receive any payment in respect case of any Obligations unlessEvent of Default arising under Section 6.1.1 or 6.1.4 hereof), at then until the time earliest to occur of such payment, (x) the date on which all amounts then due and owing under or in respect of the Senior Debt Indebtedness shall have been paid in full full, (y) the date on which such Event of Default shall have been cured or waived and (z) the date on which the Lender shall have rescinded such notice, no default exists in respect payment or distribution of the Senior Debt any kind or character shall be made by or on behalf of Borrower, or any document evidencingother person on its behalf, securing or relating with respect to the Senior Debt;any amounts evidenced by this Agreement. (c) the Lender shall not accept If any mortgagepayment or distribution of any character, pledgewhether in cash, hypothec securities or other chargeproperty (other than Restructured Debt Securities), lien or encumbrance on any property, asset or undertaking of any Borrower in respect of this Agreement shall (despite these subordination provisions) be received by Lender in violation of clause (a) or (b) above before all Senior Indebtedness shall have been paid in full, such payment or distribution shall be held in trust for the Obligations;benefit of, and shall be promptly paid over or delivered to, the lenders or holders of Senior Indebtedness, for application to the Senior Indebtedness. (d) Lender agrees that if, at any time, all or part of any payment or distribution with respect to any Obligations or any other Senior Indebtedness theretofore made (whether by Borrower or any other person or in connection with the Lender shall not initiate enforcement of any right of setoff, recoupment, or prosecute otherwise) is rescinded, avoided, or must otherwise be returned by the holders of Obligations or any claimother Senior Indebtedness for any reason whatsoever (including, action without limitation, upon or in connection with the insolvency, bankruptcy or reorganization of Borrower or such other persons or as the result of any avoidance or other proceeding challenging actions commenced therein), the enforceability of any Senior Debt provisions set forth herein shall continue to be effective or object to any borrowing under any Senior Debt;be reinstated, as the case may be, all as though such payment or distribution had not been made. (e) In the Lender agrees, at the request of event that any holder or prospective holder of Senior Debt, Indebtedness requires any amendment or modification to execute and deliver this Section 8 as a condition to providing such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice Senior Indebtedness to the rights Borrower, the Borrower and the Lender agree to negotiate in good faith to amend or modify this Section 8 as so requested by such prospective holder in order to further the intent of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsthis Section 8.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject Anything contained in this Note to the right of payment contrary notwithstanding, the indebtedness evidenced by this Note shall be subordinate and junior, to the extent and in the manner set forth in paragraph the following paragraphs (bA), (B), (C) belowand (D), postponed to all Senior Indebtedness of the Borrowers. "Senior Indebtedness" shall mean the principal of, premium, if any, and interest (including any interest accruing subsequent to the repayment filing of a petition of bankruptcy at the rate provided for in full the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law and including any loans made to any Borrower as a debtor in possession in any bankruptcy proceeding by any persons who were the holders of any Senior Indebtedness on the date such bankruptcy proceeding was commenced) on, and all reasonable fees, reimbursement and indemnity obligations, and all other obligations arising in connection with, any indebtedness for borrowed money of any Borrower, contingent or otherwise, now outstanding or created, incurred, issued, assumed or guaranteed in the future, except for all indebtedness of any Borrower due to Cerplex SAS. Without limiting the generality of the foregoing, Senior Indebtedness shall include all Obligations (under and as defined in the Loan Agreement), including, without limitation, any obligations of any of the Borrowers under any guaranties in favor of the Senior Lender (as hereinafter defined); notwithstanding the foregoing, Senior Indebtedness shall include only such Obligations until such time as the same are paid in full in cash and all obligations to provide financial accommodations under the Loan Agreement have terminated. For purposes of this Note, "Loan Agreement" shall mean the Loan and Security Agreement, dated as of April 30, 1998, as amended or otherwise modified, among the Borrowers, the other borrowers named therein and Greyrock Business Credit, a Division of NationsCredit Commercial Corporation (the "Senior Lender"), together with any agreement entered into in connection with the restatement, renewal, extension, restructuring, refunding or refinancing of the obligations under such loan agreement. Notwithstanding anything herein to the contrary (and without limiting any of the other provisions hereof), notwithstanding any default or event of default with respect to the subordinated debt evidenced by this Note, the holder of this Note will take no action to accelerate or enforce this Note or any of them) and all liabilities and obligations of rights or remedies relating thereto against the Borrowers (including without limitation the commencement of, or joining in, any involuntary bankruptcy petition or similar judicial proceeding against the Borrowers) until the expiration of them) to any six months after written notice of default is given by the holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsLender.

Subordination. The Lender Each Purchaser acknowledges and hereby agrees as follows: (a) to postpone and subordinate the payment of the Obligations is subordinated and, subject Subordinate Security in all respects to the Senior Security in, against and with respect to the Collateral. In so doing, all indebtedness due to any Senior Lender and secured by the Senior Security shall rank senior in all respects, including right of payment payment, to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) due to any holder of such Purchaser and secured by the Subordinate Security, and the indebtedness of due to any kindSenior Lender and secured by the Senior Security (including, now or hereafter existingwithout limitation, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses fees and other amounts owing from time of any kind) shall be indefeasibly paid and satisfied in full before any Purchaser shall be entitled to time in be paid or receive any payments representing proceeds of the Collateral or otherwise on account of, or with respect to, the indebtedness secured by the Subordinate Security (including, without limitation, principal, interest, fees and other amounts of such Senior Debt; any kind). Without limiting the generality of the foregoing, the postponements and subordinations provided for herein shall be effective notwithstanding: (b1) the Lender may not receive any payment in respect respective dates of execution, delivery, attachment, registration, perfection or enforcement of the Senior Security or the Subordinate Security; (2) the date or dates of any Obligations unless, advance or advances of the indebtedness secured by the Senior Security or the Subordinate Security and whether any such advances occur before or after the occurrence of any default or event of default and whether a Senior Lender or any Purchaser had notice of any such default or event of default at the time of making any such payment, all amounts then due and owing advance; (3) the dates of any default or event of default or the date or dates of crystallization of any floating charge under the Senior Security or in respect the Subordinate Security; (4) the rules of priority established under applicable law; or (5) the provisions of the Senior Debt have been paid in full and no default exists in respect of agreements or instruments creating the Senior Debt Security or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSubordinate Security.

Subordination. The Lender Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees as follows: that (a) any Lien on the payment Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to any Lien on the repayment in full of all other indebtedness of the Borrowers (or Shared Collateral securing any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Second Priority Debt Obligations now or hereafter existingheld by or on behalf of any Second Priority Representative, direct any Second Priority Debt Parties or indirectany Second Priority Representative or other agent or trustee therefor, absolute or contingent, joint or severalregardless of how acquired, whether as principal by grant, statute, operation of law, subrogation or surety otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether under a credit agreementor not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, promissory note, guarantee any Grantor or any other Person or otherwise (collectivelysubordinated, the “Senior Debt”)voided, as such Senior Debt may be modified renewedavoided, extended, increased invalidated or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationslapsed.

Subordination. The Lender hereby agrees as follows: (a) Obligations ceasing or the payment assertion in writing by any Loan Party that the Obligations cease to constitute senior indebtedness under the subordination provisions of any document or instrument evidencing any Junior Indebtedness or Junior Lien Indebtedness in excess of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (Threshold Amount or any of them) such subordination provision being invalidated or otherwise ceasing, for any reason, to be valid, binding and all liabilities and enforceable obligations of the Borrowers parties thereto; or then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of them) the Loans so declared to any holder be due and payable, together with accrued interest thereon and all fees and other obligations of such indebtedness the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety all of which are hereby waived by the Borrower. Upon the occurrence and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyduring the continuance of an Event of Default, the “Senior Debt”)Administrative Agent may, as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of the Required Lenders shall, exercise any holder of Senior Debt, to execute rights and deliver to such holder a confirmation of the subordination remedies provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request Administrative Agent under the Loan Documents or receive such a confirmation; and (f) at law or equity, including all remedies provided under the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsUCC.

Subordination. The Lender Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees as follows: that (a) any Lien on the payment Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to any Lien on the repayment in full of all other indebtedness of the Borrowers (or Shared Collateral securing any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Second Priority Debt Obligations now or hereafter existingheld by or on behalf of any Second Priority Representative, direct any Second Priority Debt Parties or indirectany Second Priority Representative or other agent or trustee therefor, absolute or contingent, joint or severalregardless of how acquired, whether as principal by grant, statute, operation of law, subrogation or surety otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether under a credit agreementor not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of any Borrower, promissory note, guarantee any Grantor or any other Person or otherwise (collectivelysubordinated, the “Senior Debt”)voided, as such Senior Debt may be modified renewedavoided, extended, increased invalidated or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationslapsed.

Subordination. The Lender hereby agrees as follows: (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANY OTHER AGREEMENT, DOCUMENT, CERTIFICATE, OR INSTRUMENT GIVEN IN CONNECTION WITH, RELATED TO OR AFFECTING THE NOTES, the Company’s obligation to make, and the Purchasers right to receive, any interest payments or distribution (whether in cash, securities (other than Common Shares issuable upon conversion of the Notes) or other property) or any direct or indirect payment of any kind or character (whether in cash, securities (other than Common Shares issuable upon conversion of the Obligations is Notes) or other property) in consideration for or otherwise in connection the Notes, including, without limitation, any amortization, retirement, purchase, redemption or other acquisition of any Note, or any options, warrants or rights to purchase or acquire any Notes or Common Shares of the Company (collectively, the “Restricted Payments”) are strictly junior and fully subordinated and, subject to the right of payment held by the holders of the Senior Debt (the “Senior Debt Holders”). If a default (however defined) under any document, instrument, or other agreement in any way related to the extent Senior Debt, whether such document, instrument, or other agreement exists on the Closing Date or is entered into after the Closing Date, exists at the time a Restricted Payment is to be made or would exist as a result of such Restricted Payment being made, (i) the Company shall not make, and no Purchaser is entitled to receive, any Restricted Payment unless and until the “Payment in Full of the Senior Debt” (as defined below); and (ii) no Purchaser shall be entitled to ask, demand, ▇▇▇ for, take or receive from the Company or any of its Subsidiaries, directly or indirectly, in cash or other property, or by set-off or in any other manner set forth (including without limitation from or by way of collateral) payment of any Restricted Payment unless and until the Payment in paragraph Full of the Senior Debt. (b) below, postponed The subordination of the rights of the Purchasers to the repayment Senior Debt Holders shall be effective both before and after the commencement of any Insolvency Proceeding (as defined below). All references in full of all other indebtedness of this Section 12.12 to the Borrowers (Company or any of themits Subsidiaries shall include such entity as a debtor-in-possession and any receiver or trustee for such entity in any Insolvency Proceeding. (c) As between the Purchasers and all liabilities the Senior Debt Holders and obligations without releasing or affecting any of its senior rights as to the Borrowers (Purchasers, any Senior Debt Holder may, one or more times, in its sole discretion, without notice to or the consent of any Purchaser, take any action with respect to the Company, any of its Subsidiaries or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), including, without limitation, one or more of the following actions: (i) extend credit to the Company or any of its Subsidiaries in such amounts as such Senior Debt Holder may be modified reneweddetermine or withhold credit from the Company or any of its Subsidiaries; (ii) release, extended, increased renew or modified in modify the obligations of the Company or any way from time to time and including all principal, interest, fees, expenses and of its Subsidiaries or any other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive person or entity obligated on any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt; (iii) release, exchange, modify, or surrender in whole or in part such Senior Debt have been paid in full and no default exists in Holder’s rights with respect to any security for any of the Senior Debt Debt; (iv) modify or alter the term, interest rate or due date of any document evidencing, securing or relating to payment of any of the Senior Debt; ; (cv) grant any postponements, compromises, indulgences, waivers, surrenders or discharges or modify the Lender shall not accept terms of its agreements with the Company or any mortgage, pledge, hypothec of its Subsidiaries; (vi) change its manner of doing business with the Company or any of its Subsidiaries or any other charge, lien person or encumbrance on any property, asset entity; (vii) obtain additional security for the Senior Debt; or undertaking (viii) impute payments or proceeds of any Borrower in respect security furnished for any of the Obligations; (d) Senior Debt, in whole or in part, to any of the Lender shall not initiate Senior Debt, or prosecute any claim, action retain the payments or other proceeding challenging proceeds as security for the enforceability of any Senior Debt or object to any borrowing under any without applying same toward payment of the Senior Debt; (e) the Lender agrees, at the request of . Each Purchaser waives and releases all claims and defenses arising from any such actions by any holder of Senior Debt, including, without limitation, claims and defenses relating to execute and deliver the inability to such holder a confirmation collect any Restricted Payment. No Senior Debt Holder will be liable for any action or failure to act under or in connection with any of the subordination provided for herein documents or instruments evidencing or securing the Senior Debt, it being understood that the decision of whether and when to act and the manner of proceeding under such instruments and documents are within the sole discretion of such Senior Debt Holders, and shall not be affected in any manner by the form attached as Exhibit Cexistence of the Company’s obligations hereunder. (d) For purposes hereof, but without prejudice “Payment in Full of the Senior Debt” means the satisfaction of all of the following: (i) the passage of 90 days after the indefeasible and final payment in full in cash of the Senior Debt, (ii) the termination of all hedging transactions with any Senior Debt Holder, (iii) the termination or expiration of all commitments of each Senior Debt Holder to advance funds or issue letters of credit, and (iv) the rights termination or expiration and return of all letters of credit issued by any Senior Debt Holder. For purposes hereof, “Insolvency Proceeding” means any distribution of all or any of the assets of any holder entity to creditors of Senior Debt that does not request such entity upon the dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief, or receive composition of such a confirmation; and (f) entity or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings or upon an assignment for the Borrowers are not restricted from incurring indebtedness benefit of creditors or charging their property any other marshalling of the assets and undertaking to secure any indebtedness liabilities of such entity or other obligationsotherwise.

Subordination. The Lender In the event that the Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a lien or security interest in any of the Accounts, or any financial asset credited thereto, the Intermediary hereby agrees as follows: subordinates any such lien or security interest therein to the security interest of the Trustee in the Accounts, in all property credited thereto and in all security entitlements with respect to such property. Without limitation of the foregoing, the Intermediary hereby subordinates to such security interest of the Trustee any and all statutory, regulatory, contractual or other rights now or hereafter existing in favor of the Intermediary over or with respect to the Accounts, all property credited thereto and all security entitlements to such property (aincluding (i) any and all contractual rights of set-off, lien or compensation, (ii) any and all statutory or regulatory rights of pledge, lien, set-off or compensation, (iii) any and all statutory, regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Trustee with respect to the Accounts or (iv) any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment, collateral assignment or granting of any type of security interest of the Intermediary in the Accounts), except the Intermediary may set off any payments made by check, wire transfer, ACH or otherwise that have been credited to any Account but are subsequently returned unpaid because of uncollected or insufficient funds and all amounts due to it in respect of reasonable fees and expenses for the routine maintenance and operation of the Accounts. Notwithstanding anything herein to the contrary, the Intermediary shall have a lien senior to that of the Trustee for any and all amounts required for the payment of the Obligations is subordinated andpurchase price of a financial asset, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (which purchase has been placed but not yet cleared or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationssettled.

Subordination. The Lender hereby agrees as follows: (a) Anything in the payment of Indenture or this Security notwithstanding, the Obligations Guarantee is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth in paragraph (b) belowprovided by Article 17 of the Indenture, postponed to the repayment prior payment in full full, or such payment duly provided for to the satisfaction of the holder of Guarantor Senior Debt, of all other indebtedness Guarantor Senior Debt (whether outstanding on the Issue Date or thereafter incurred). Anything in the Indenture or this Security notwithstanding, if any EPIL Default occurs and is continuing, then, to the extent and in the manner provided in Article 17 of the Borrowers Indenture, no payment or distribution of any kind or character shall be made (directly or indirectly) by or on behalf of the Company, the Guarantor or any of them) and all liabilities and obligations other Person on its or their behalf with respect to any Obligations or Guarantee Obligations under the Indenture, the Securities or the Guarantee, or to acquire any of the Borrowers (Securities for cash or property or otherwise, and the Guarantor will not permit the Company to make any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, distribution or acquisition until such EPIL Default (and all amounts then due other EPIL Defaults) shall have been cured or waived in accordance with the EPIL Agreements or ceased to exist or all EPIL Indebtedness with respect to which any EPIL Default has occurred and owing under or in respect of the Senior Debt is continuing, shall have been paid in full and no default exists in respect cash. Each Holder, by its acceptance hereof, agrees to bound by the provisions of Article 17 of the Senior Debt or any document evidencingIndenture and authorizes and expressly directs, securing or relating to the Senior Debt; (c) extent and in the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower manner provided in respect Article 17 of the Obligations; (d) Indenture, the Lender shall not initiate Trustee on its behalf to take such action as may be necessary or prosecute any claim, action or other proceeding challenging appropriate to effectuate the enforceability provisions of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation Article 17 of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsIndenture.

Subordination. The Lender In the event that the Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a lien or security interest in any of the Accounts, or any financial asset credited thereto, the Intermediary hereby agrees as follows: subordinates any such lien or security interest therein to the security interest of the Collateral Trustee in the Accounts, in all property credited thereto and in all security entitlements with respect to such property. Without limitation of the foregoing, the Intermediary hereby subordinates to such security interest of the Collateral Trustee any and all statutory, regulatory, contractual or other rights now or hereafter existing in favor of the Intermediary over or with respect to the Accounts, all property credited thereto and all security entitlements to such property (aincluding (i) any and all contractual rights of set-off, lien or compensation, (ii) any and all statutory or regulatory rights of pledge, lien, set-off or compensation, (iii) any and all statutory, regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Collateral Trustee with respect to the Accounts or (iv) any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment, collateral assignment or granting of any type of security interest of the Intermediary in the Accounts), except the Intermediary may set off any payments made by check, wire transfer, ACH or otherwise that have been credited to any Account but are subsequently returned unpaid because of uncollected or insufficient funds and all amounts due to it in respect of reasonable fees and expenses for the routine maintenance and operation of the Accounts. Notwithstanding anything herein to the contrary, the Intermediary shall have a lien senior to that of the Collateral Trustee for any and all amounts required for the payment of the Obligations is subordinated andpurchase price of a financial asset, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (which purchase has been placed but not yet cleared or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationssettled.

Subordination. The Lender hereby Each Obligor covenants and agrees as follows: (a) that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Obligor), fees, charges, expenses, reasonable attorneys’ fees and any other sum, obligation or liability owing by any other Obligor to such Obligor, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 14.16, postponed to the repayment prior payment in full of all other indebtedness of the Borrowers Obligations (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyherein, the “Senior DebtObligations”) and that the subordination is for the benefit of Agent and Lenders, and Agent may enforce such provisions directly (it being understood that nothing in this Section 14.16 shall prohibit any payment on any Intercompany Obligations so long as no Default or Event of Default has occurred and is continuing). (a) Each Obligor hereby (i) authorizes Agent to demand specific performance of the terms of this Section 14.16 whether or not any other Obligor shall have complied with any of the provisions hereof applicable to it, at any time when such Obligor shall have failed to comply with any provisions of this Section 14.16 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect remedy of such Senior Debt;specific performance. (b) Upon any distribution of assets of any Obligor in any dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the Lender may not benefit of creditors or otherwise) and subject to the provisions of Section 14.16: (i) Agent and Lenders shall first be entitled to receive payment in full in cash of the Senior Obligations before any Obligor is entitled to receive any payment in respect on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to which any other Obligor would be entitled except for the provisions of Section 14.16, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Agent, to the extent necessary to make payment in full of all Senior Obligations unlessremaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to Agent and Lenders. (iii) In the event that notwithstanding the foregoing provisions of Section 14.16, at any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, shall be received by any other Obligor on account of the time of Intercompany Obligations before all Senior Obligations are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to Agent for application to the payment of the Senior Debt Obligations until all of the Senior Obligations shall have been paid in full full, after giving effect to any concurrent payment or distribution or provision therefor to Agent and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt;Lenders. (c) the Lender shall not accept No right of Agent and Lenders or any mortgage, pledge, hypothec other present or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability future holders of any Senior Debt Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or object impaired by any act or failure to any borrowing under any Senior Debt; (e) act on the Lender agrees, at the request part of any holder Obligor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Obligor with the terms hereof, regardless of Senior Debt, to execute and deliver to any knowledge thereof which any such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbe otherwise charged with.

Subordination. The Lender hereby agrees (a) If an Event of Default (as followsdefined in the Indenture) has occurred and is continuing, the rights of holders of Common Securities to receive payments on liquidation, redemption and otherwise are subordinate to the rights of Preferred Securities to receive Guarantee Payments under this Guarantee. (b) In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest or any other payment due on any Senior Debt (as defined in the Indenture) (whether or not dependent upon the giving of notice, the lapse of time or both, or any other condition to such default becoming an event of default), unless and until such default shall have been cured or waived or shall have ceased to exist, and in the event that the maturity of any Senior Debt has been accelerated because of a default, then no Guarantee Payments shall be made hereunder by the Guarantor and neither the Guarantee Trustee nor any Holder shall have any rights or remedies hereunder to receive such Guarantee Payments. (c) In the event of any default (other than a default described in the immediately preceding paragraph) by the Guarantor under the terms of any instrument evidencing any Senior Debt (whether or not dependent upon the giving of notice, the lapse of time or both or any other condition), unless and until such default shall have been cured or waived or shall have ceased to exist, no Guarantee Payments shall be made hereunder by the Guarantor and neither the Guarantee Trustee nor any Holder shall have any rights or remedies hereunder to receive such Guarantee Payments. (d) In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any total or partial liquidation, dissolution or other winding-up of the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Guarantor, then and in any such event: (a1) the holders of Senior Debt shall be entitled to receive payment and satisfaction in full in cash of all amounts due on or in respect of all Senior Debt before any Guarantee Payment is made; and (2) any payment or distribution of assets of the Obligations is subordinated andGuarantor of any kind or character, subject whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Guarantee Trustee would be entitled but for the provisions of this Section 6.1, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the right holders of payment Senior Debt or their representative or representatives, or to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (trustee or trustees under any indenture under which any instruments evidencing any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewedhave been issued, extendedratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, increased to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or modified in any way from time distribution to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect the holders of such Senior Debt;, before any such payment or distribution is made to the Holders or to the Guarantee Trustee. (be) In the Lender may not receive event that, notwithstanding the foregoing, the Guarantee Trustee or any Holder shall have received any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, before all Senior Debt is paid and satisfied in full in cash, then and in such event such payment or distribution shall be held by the Guarantee Trustee or such Holder, as the case may be, in trust for the benefit of the holders of such Senior Debt and shall be immediately paid over or delivered forthwith to the liquidating trustee or agent or other Person making payment or distribution of assets of the Guarantor for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. (f) The consolidation of the Guarantor with, or the merger of the Guarantor with or into, another Person or the liquidation or dissolution of the Guarantor following the transfer of all its assets (as an entirety or substantially as an entirety) to another Person upon the terms and conditions set forth in Article 8 of the Indenture shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor for the purposes of this Section 6.1 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by transfer such assets (as an entirety or substantially as an entirety) shall, as a part of such consolidation, merger or transfer, comply with the conditions set forth in Article 8 of the Indenture. (g) Amounts paid or payable by the Guarantor under Article 9 hereof shall not be subject to the provisions and operation of this Article 6. (h) This Guarantee Agreement shall rank pari passu with any guarantee now or hereafter entered into by the Guarantor in respect of any Obligations unless, at the time preferred or preference stock of such payment, all amounts then due and owing under or in respect any Affiliate of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating Guarantor that is senior to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsCommon Stock.

Subordination. The Lender hereby CHS covenants and agrees, and the Paying Agent, on behalf of the Syndicated Originator, and any other holder of this Note (collectively, the Paying Agent and any such holder are called the “Holder”), by its acceptance of this Note, likewise covenants and agrees as follows: (a) on behalf of itself and each Holder, that all payments under this Note, including the payment of the Obligations is any principal of and interest on this Note, are hereby expressly subordinated and, subject to the in right of payment and the exercise of remedies to the prior payment in full in cash or other lawful money and performance of the Senior Interests to the extent and in the manner set forth in the following clauses of this paragraph 6: (ba) belowUpon the occurrence of any Insolvency Proceeding involving CHS as debtor, postponed to then and in any such event the repayment Senior Interests shall first be paid and performed in full of all and in cash or other indebtedness of lawful money and the Borrowers Collection Date (as defined in the Loan Agreement) shall have occurred before the Syndicated Originator or Paying Agent shall be entitled to receive or retain any of them) and all liabilities and obligations of the Borrowers (payment or any of them) to any holder of such indebtedness distribution of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time kind in respect of this Note, and any payment or distribution of assets of CHS of any kind or character, whether cash, securities or other property, in any applicable insolvency proceedings, which otherwise would be payable to or deliverable upon or with respect to any or all indebtedness under this Note, is hereby assigned to and shall be paid or delivered by the Person making such payment or delivery (whether a trustee in bankruptcy, a receiver, a custodian or liquidating trustee or otherwise) directly to the Senior Interest Holder for application to, or as collateral for the payment of, the Senior Interests until such Senior DebtInterests shall have been paid in full in cash or other lawful money and satisfied; (b) Upon the Lender may delivery by the Administrative Agent of a Specified Notice or a Termination Date Notice under Section 7.01 of the Loan Agreement, without the express prior consent of the Administrative Agent and the Managing Agents, neither the Paying Agent nor any Holder will take, demand or receive from CHS and CHS will not receive make, give or permit, directly or indirectly, by setoff, redemption or in any other manner, any payment under or with respect to this Note; (c) In the event that any Holder receives any payment or other distribution of any kind or character whether consisting of money, property or securities, from CHS or from any other source whatsoever, in respect of this Note, other than as expressly permitted by the terms of this Note, such payment or other distribution shall be segregated, received and held in trust for the benefit of, and deemed to be property of, the Senior Interest Holders and shall be turned over by the Holder to the Administrative Agent (for the benefit of the Senior Interest Holders) forthwith in the form received, duly indorsed to the Administrative Agent if required. The Holder ▇▇▇▇ ▇▇▇▇▇ its books and records so as to clearly indicate that this Note is subordinated in accordance with the terms hereof. All payments and distributions received by the Paying Agent in respect of the Note shall, solely as between the Paying Agent, the Syndicated Originator and the Senior Interest Holders, be applied by the Paying Agent toward the payment of the Senior Interests; but, as between CHS and its creditors, no such payments or distributions of any Obligations unlesskind or character shall be deemed to be payments or distributions in respect of the Senior Interests; (d) During the continuance of an Event of Default or Event of Termination, no Holder may (i) take from or for the account of CHS, by set-off or any other manner, the whole or any part of any moneys which may now or hereafter be owing by CHS with respect to this Note, (ii) ▇▇▇ for payment of, or to initiate or participate with others in any suit, action or proceeding against CHS with respect to this Note to (x) enforce payment of or collect the whole or any part of the obligations under this Note or (y) commence judicial enforcement of any of the rights and remedies hereunder or under applicable law with respect to the obligations under this Note, (iii) accelerate the indebtedness under this Note or (iv) take any action under the provisions of any state or federal law with respect to this Note; (e) The Holder consents that, without the necessity of any reservation of rights against the Holder and without notice to or further assent by the Holder: (i) any demand for payment of any Senior Interests by the Senior Interest Holder or any Lender may be rescinded in whole or in part by such Person and any Senior Interests may be continued and the Senior Interests, or the liability of CHS or any other Person for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto or any other party under any of the Facility Documents or any other agreement may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released by the Senior Interest Holder or any Lender and (ii) each Facility Document may be amended, modified, supplemented or terminated, in whole or in part, as the Senior Interest Holder or any Lender may deem advisable from time to time, and any collateral security at any time held by the Senior Interest Holder or any Lender for the repayment of any of the Senior Interests may be sold, exchanged, waived, surrendered or released, in each case, without notice to or further assent by the Holder, which will remain bound by the Subordination Provisions; (f) The Holder, the Paying Agent and the Syndicated Originator expressly waives any and all notice of the creation, renewal, extension or accrual of the Senior Interests and notice of or proof of acceptance or reliance by the Senior Interest Holder or any Lender of the Subordination Provisions in entering into the Facility Documents and in making funds available to CHS Receivables Funding, LLC thereunder; (g) So long as any Senior Interests shall remain outstanding and the Collection Date has not occurred, the Holder shall not, without the prior written consent of the Senior Interest Holder, directly or indirectly: (i) sell, assign or otherwise transfer, in whole or in part, the rights or obligations under this Note or any interest therein to any Person other than as set forth in Section 11 hereof, (ii) commence, or join with any creditors other than the Senior Interest Holder in commencing any Insolvency Proceeding with CHS or CHS Receivables Funding, LLC, as the debtor, (iii) challenge or contest (or support any challenge or contest of) the validity, perfection, priority or enforceability of the Senior Interests, any Lien with respect thereto, any Facility Document or any rights granted to the Senior Interest Holder or any Lender thereunder or any term, condition or provision of the Subordination Provisions or (iv) assert any claim, motion, objection or argument in respect of the Collateral in connection with any Insolvency Proceeding which could otherwise be asserted or raised in connection with such Insolvency Proceeding by the Holder as a creditor; (h) These Subordination Provisions are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the Senior Interest Holders on the other hand. Nothing contained in this Note is intended to or shall impair as between CHS and the Holder, the obligations of CHS, which are unconditional and absolute, to pay the Holder the principal of and interest on this Note as and when the same shall become due and payable in accordance with the terms hereof or to affect the relative rights of the Holder and creditors of CHS (other than Senior Interest Holders); (i) If, at any time, any payment (in whole or in part) of any Senior Interest is rescinded or must be restored or returned by a Senior Interest Holder (whether in connection with Insolvency Proceedings or otherwise), these Subordination Provisions shall continue to be effective or shall be reinstated, as the time of case may be, as though such paymentpayment had not been made; and (j) The Holder shall not, all amounts until the Obligations then due and owing under or in respect of the Senior Debt Loan Agreement have been paid and performed in full and no default exists in cash or other lawful money, cancel, waive, forgive or commence legal proceedings to enforce or collect this Note or any rights in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationshereof.

Subordination. The Lender hereby agrees as follows: (a1) For all purposes of this Debenture Senior Indebtedness" means all Indebtedness for money borrowed by the payment Corporation, whether outstanding on the date of this Debenture or thereafter created or incurred, unless, in the case of any such Indebtedness, the terms of the Obligations instrument evidencing or creating the same specifically provide that such Indebtedness is subordinated and, subject to the not superior in right of payment to the Principal Sum and Interest on this Debenture. (2) The indebtedness payable under this Debenture, including the Principal Sum and Interest hereunder (such indebtedness being hereinafter referred to as "Subordinated Indebtedness"), shall be subordinate and junior in right of payment, to the extent and in the manner set forth in paragraph (b) belowherein, postponed to the repayment payment in full of all other indebtedness of Senior Indebtedness, and the Borrowers Holder by its acceptance hereof agrees to and shall be bound by the provisions hereof. (3) If and whenever at any time, or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time time, an event of default has occurred and is continuing uncured under, or in connection with, any Senior Indebtedness or any agreement or instrument relating thereto, and written notice of such event of default has been given by or on behalf of one or more holders of such Senior Indebtedness to the Corporation, no payment on account of the Subordinated Indebtedness shall be made to the Holder of this Debenture and such Holder shall not be entitled to receive any payment or benefit whatever on account of the Subordinated Indebtedness, other than upon exercise of the Conversion Right, unless and until all Senior Indebtedness shall have been first paid in full or the holders of all Senior Indebtedness shall have consented to such payment on account of the Subordinated Indebtedness. (4) Nothing contained herein is intended to or shall impair, as between the Corporation, its creditors, other than the holders of Senior Indebtedness, and the Holder, the obligation of the Corporation, which is absolute and unconditional, to pay to the Holder the Indebtedness represented by this Debenture, including the Principal Sum and Interest, as and when the same shall become due and payable, or affect the relative rights of the Holder and creditors of the Corporation other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Holder from exercising all principalremedies otherwise permitted by Applicable Law upon Default under this Debenture, interestsubject to the rights, feesif any, expenses and other amounts owing from time to time under this Section 3.1 of the holders of Senior Indebtedness in respect of assets of the Corporation received upon the exercise of any such Senior Debt;remedy. (b5) By its acceptance hereof, the Lender may not receive any payment in respect of any Obligations unlessHolder agrees, at acknowledges and accepts that the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender indebtedness hereunder shall not accept be secured by any mortgage, pledge, hypothec hypothec, charge or other chargesecurity interest granted in, lien or encumbrance on over, any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate property or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation assets of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsCorporation.

Subordination. The Lender hereby agrees as follows: (a) To the payment of the Obligations extent hereinafter provided, this Note is expressly subordinated and, subject to the in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment prior payment in full of all other indebtedness Senior Indebtedness (as hereinafter defined) of the Borrowers Company, unless the instrument creating or evidencing any Senior Indebtedness provides that such Senior Indebtedness is pari passu or subordinated in right of payment to this Note. For purposes hereof, “Senior Indebtedness” shall be defined as the principal of (or any of themand premium, if any) and interest on and fees and other amounts payable with respect to all liabilities and debt or obligations of the Borrowers (or any of them) Company to any holder of such indebtedness of any kind, regulated financial institution for borrowed money and other credit now existing or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;arising. (b) The Holder, for itself and its successors and assigns, expressly for the Lender may benefit of the present and future holders of Senior Indebtedness, by accepting this Note, agrees to and shall be bound by the subordination provisions of this Section. (c) Notwithstanding anything contained herein to the contrary, so long as any Senior Indebtedness is outstanding, the Holder shall have no right to accelerate this Note or take any other action under such Section until one-hundred and eighty (180) days after the Holder shall have given the Company notice of the occurrence of an Event of Default. No payment on account of the principal of this Note shall be made, and the Holder shall not be entitled to receive any such payment unless and until full payment of all amounts currently due on Senior Indebtedness has been made or duly provided for in respect money or money’s worth. No payment on account of the principal of this Note shall be made, and the Holder shall not be entitled to receive any Obligations unlesssuch payment, if, at the time of such paymentpayment or application or immediately after giving effect thereto: (i) there shall exist under any Senior Indebtedness or any agreement pursuant to which any such Senior Indebtedness is issued, all amounts then due any default or any condition, event or act, which with notice or lapse of time, or both, would constitute a default; or (ii) such payment would itself constitute a default or an event of default under any Senior Indebtedness or any agreement pursuant to which any such Senior Indebtedness is issued, unless and owing under until such default or in respect event of the Senior Debt default shall have been paid in full and no default exists in respect of the Senior Debt cured or any document evidencing, securing waived or relating cease to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations;exist. (d) In the Lender shall not initiate event of any insolvency or prosecute bankruptcy proceedings, and any claimreceivership, action liquidation, reorganization or other proceeding challenging similar proceedings in connection therewith, relative to the enforceability Company or to its creditors, as such, or to its property, or in the event of any proceedings for voluntary liquidation, dissolution, or other winding up of the Company, whether or not involving insolvency or bankruptcy, the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of all principal, premium, if any, and interest on all Senior Indebtedness (on the basis of the respective amounts of Senior Indebtedness held by such holders) before the Holder is entitled to receive any payment on account of principal of this Note and to receive for application in payment thereof any payment or object distribution of any kind or character, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the payment of all Senior Indebtedness which may at the time be outstanding) which may be payable or deliverable in any borrowing under any Senior Debt;such proceedings in respect of this Note. (e) If, notwithstanding the Lender agreesforegoing, any payment or distribution of assets of the Company, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the payment of all Senior Indebtedness which may at the request time be outstanding) shall be received by the Holder contrary to the provisions of this Section before all Senior Indebtedness is paid in full, or provision made for its payment in cash, such payment or distribution shall be held in trust for the benefit of, and shall (upon acceleration of the Senior Indebtedness) be paid over or delivered to, the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness after giving effect to any concurrent payment or distribution, or provision for payment thereof in cash, to the holders of such Senior Indebtedness. (f) No right of any present or future holder of any Senior DebtIndebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by the noncompliance by the Company with the terms, provisions and covenants of this Note regardless of any knowledge thereof which any such holder may have or otherwise be charged with. Nothing contained in this Section or elsewhere in this Note is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holder, the obligation of the Company, which is absolute and unconditional, to execute pay to the Holder the principal and deliver accrued interest of this Note in accordance with its terms, or is intended to such holder a confirmation or shall affect the relative rights of the Holder and the creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Holder from exercising all remedies otherwise permitted by applicable law upon default under this Note, subject to the rights, if any, under this Note of the Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. (g) Upon the payment in full of all Senior Indebtedness to the extent such payment in full resulted from the subordination provided for herein in provisions of this Note, the form attached as Exhibit C, but without prejudice rights of the Holder shall be subrogated to the rights of any holder the holders of Senior Debt that does not request Indebtedness to receive payments or receive such a confirmationdistributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal of this Note shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holder would be entitled except for the provisions of this Section, and no payment pursuant to the provisions of this Section to or for the benefit of the holders of Senior Indebtedness by the Holder shall, as between the Company, its creditors other than holders of Senior Indebtedness, and the Holder, be deemed to be a payment by the Company to or on account of the Senior Indebtedness. The provisions of this Section are solely for the purpose of defining the relative rights of the Holder on the one hand, and the holders of the Senior Indebtedness, on the other. (fh) Notwithstanding the Borrowers are provisions of this Note, the Holder shall not restricted from incurring indebtedness be permitted to receive any payment of the outstanding principal amount of this Note as a result of the same becoming due upon the first to occur of a Payoff Event without obtaining the prior written consent of applicable holders of any Senior Indebtedness related to debts or charging their property obligations of the Company to regulated financial institutions. (i) Nothing contained in this Section shall in any way impair, delay or otherwise affect the conversion of this Note into Conversion Shares as provided in Sections 2 and undertaking to secure any indebtedness or other obligations3 hereof.

Subordination. The Lender hereby agrees as follows: (a) the payment All rights of the Obligations is subordinated andLessor hereunder may be assigned, subject pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, and/or Lessor may assign, pledge, mortgage, transfer or otherwise dispose of title to the right Cars without notice to Lessee. If requested by Lessor, Lessee shall acknowledge, in writing, such transfer or assignment. In the event of payment any such assignment, pledge, mortgage, transfer or other disposition, this Lease and all of Lessee’s rights under this Lease shall not be affected except to be made subject and subordinate to the extent terms, covenants, and in conditions of any chattel mortgages, security agreements, conditional sale agreements, other sales or assignments, and/or trust agreements covering the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (Cars or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now them heretofore or hereafter existingcreated and entered into by Lessor, direct its successors or indirectassigns, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any such chattel mortgagee, assignee, trustee, secured party, or other holder of Senior Debt that does the legal title to the Cars, however, so long as Lessee is not request or receive in default under this Lease, such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness assignment, pledge, mortgage, transfer, or other obligationsdisposition shall not increase Lessee’s obligations hereunder or result in deprivation of its quiet enjoyment of the Cars. At the request of Lessor or any chattel mortgagee, assignee, trustee, secured party, or other holder of the legal title to the Cars, the Cars may be lettered or marked to identify the legal owner of the Cars at no expense to Lessee. If during the continuance of this Lease, any such marking shall at anytime be removed or become illegible, wholly or in part, Lessee shall immediately cause such marking to be restored or replaced at Lessor’s expense.

Subordination. The Lender Each Agent (on behalf of itself and its other Relevant Subordinated Parties) hereby agrees as follows: (a) the payment agrees, on a several basis, that all of the Obligations is subordinated andtheir respective right, subject title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the extent and rights of the Senior Parties in respect of the manner set forth in paragraph obligations of each Guarantor (bwhether now existing or from time to time after the date hereof incurred, assumed, created or arising) arising under the Senior Debt Documents (as defined below), postponed including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding (as defined below) relating to the repayment Company or any Guarantor pursuant to the terms of the Senior Debt Documents, whether or not a claim for post-filing interest is allowed or allowable in full of any such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other indebtedness amounts payable thereunder or in respect thereof, in each case whether or not any of the Borrowers (foregoing is allowed or allowable as a claim in any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise Insolvency Proceeding (collectively, the “Senior DebtObligations”). For the avoidance of doubt, as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b1) the Lender may not receive any “payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under full” (or in respect similar term used herein) of the Senior Debt Obligations will not be deemed to have been paid occurred so long as any Obligations under and as defined in full and no default exists in respect of the Senior Debt Documents remain outstanding (other than any inchoate obligations for which no claim has been asserted) and (2) nothing herein shall or any document evidencingshall be deemed to affect, securing alter or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to impair the rights of any holder of Senior Debt the Subordinated Parties under the relevant ECA Agreement and the [Loan] Documents (as defined in the relevant ECA Agreement) other than with respect to the Subordinated Guarantees entered into in connection with that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.ECA Agreement. For purposes hereof:

Subordination. The Lender hereby agrees as follows: (a) Each Borrower covenants and agrees that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Borrower), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower to such Borrower, including any intercompany loans or trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 11.2, postponed to the repayment prior payment in full of all Indebtedness and other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now amounts owed or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether owing under a credit agreement, promissory note, guarantee or otherwise this Agreement (collectivelyherein, the “Senior DebtObligations”)) and that the subordination is for the benefit of the Lender Parties, as and the Lender Parties may enforce such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;provisions directly. (b) Each Borrower executing this Agreement hereby (i) authorizes the Lender may Parties to demand specific performance of the terms of this Section 11.2, whether or not any other Borrower shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower shall have failed to comply with any provisions of this Section 11.2 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Upon any distribution of assets of any Borrower in any dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) The Lender Parties shall first be entitled to receive payment in full in cash of the Senior Obligations before any Borrower is entitled to receive any payment in respect on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, to which any other Borrower would be entitled except for the provisions of this Section 11.2(c), shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to the Administrative Agent, for the benefit of the Lender Parties, to the extent necessary to make payment in full of all Senior Obligations unlessremaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to the Lender Parties. (iii) In the event that notwithstanding the foregoing provisions of this Section 11.2(c), at any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, shall be received by any other Borrower on account of the time of Intercompany Obligations before all Senior Obligations are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to the Administrative Agent for application to the payment of the Senior Debt Obligations until all of the Senior Obligations shall have been paid in full and no default exists in respect full, after giving effect to any concurrent payment or distribution or provision therefor to the Lender Parties. No right of the Senior Debt Lender Parties or any document evidencing, securing other present or relating future holders of any Senior Obligations to enforce the Senior Debt; (c) subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking part of any Borrower or by any act or failure to act, in respect of good faith, by any such holder, or by any noncompliance by any Borrower with the Obligations; (d) the Lender shall not initiate or prosecute any claimterms hereof, action or other proceeding challenging the enforceability regardless of any Senior Debt or object to knowledge thereof which any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbe otherwise charged with.

Subordination. The Lender hereby agrees as follows: (a) the payment Each Agent (on behalf of the Obligations is subordinated anditself and its other Relevant Subordinated Parties) hereby agrees, subject on a several basis, that all of their respective right, title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness rights of the Borrowers (or any Senior Parties in respect of them) and all liabilities and the obligations of the Borrowers Guarantor (whether now existing or from time to time after the date hereof incurred, assumed, created or arising) arising under the Senior Debt Documents (as defined below), including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding (as defined below) relating to the Company or the Guarantor pursuant to the terms of the Senior Debt Documents, whether or not a claim for post-filing interest is allowed or allowable in any such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any of them) to the foregoing is allowed or allowable as a claim in any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise Insolvency Proceeding (collectively, the “Senior DebtObligations”). For the avoidance of doubt, as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b1) the Lender may not receive any “payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under full” (or in respect similar term used herein) of the Senior Debt Obligations will not be deemed to have been paid occurred so long as any Obligations under and as defined in full and no default exists in respect of the Senior Debt Documents remain outstanding (other than any inchoate obligations for which no claim has been asserted) and (2) nothing herein shall or any document evidencingshall be deemed to affect, securing alter or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to impair the rights of any holder of Senior Debt the Subordinated Parties under the relevant ECA Agreement and the [Loan] Documents (as defined in the relevant ECA Agreement) other than with respect to the Subordinated Guarantees entered into in connection with that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.ECA Agreement. For purposes hereof:

Subordination. (a) The Subordinated Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated andthat all its right, subject title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness rights of the Borrowers (or any of them) and all liabilities and obligations Senior Lenders in respect of the Borrowers Senior Obligations, including the payment of principal, premium (or any of them) to any holder of such indebtedness if any), interest (including interest accruing during the pendency of any kindbankruptcy, now insolvency, receivership or hereafter existingother similar proceeding, direct regardless of whether allowed or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”allowable in such proceeding), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses expense and reimbursement obligations indemnification obligations and all other amounts owing from time to time payable under the Credit Agreement, any other Credit Document, or in respect of such Senior Debt;thereof. (b) The Borrower and the Subordinated Lender may not hereby agree that, notwithstanding any provision to the contrary in any agreement governing or evidencing Subordinated Obligations, no payment (whether directly, by purchase, redemption or exercise of any rights of setoff or otherwise and whether mandatory or voluntary) in respect of the Subordinated Obligations, whether of principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of the Borrower or received, accepted or demanded, directly or indirectly, by or on behalf of the Subordinated Lender at any time prior to the payment in full in cash of all the Senior Obligations. (c) Upon any distribution of all or substantially all of the assets of the Borrower or upon any dissolution, winding up, liquidation or reorganization of the Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower, or otherwise: (i) the Senior Lenders shall first be entitled to receive indefeasible payment in full in cash of the Senior Obligations (whenever arising) before the Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations of the Borrower, whether of principal, interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of the assets of; the Borrower of any kind or character, whether in cash, securities or other property, to which the Subordinated Lender would be entitled except for the provisions of this Section 1 shall be paid or delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. The Subordinated Lender agrees not to ask, demand, ▇▇▇ for or take or receive from the Borrower in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the Subordinated Obligations to the extent prohibited by the preceding sentence, and agrees that in connection with any proceeding involving the Borrower under any bankruptcy, insolvency reorganization, arrangement, receivership or similar law (i) the Agent is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Lender or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Obligations and enforcing any security interest or other lien securing payment of the Subordinated Obligation) as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Lenders and (ii) the Subordinated Lender shall duly and promptly take such action as the Agent, if any, may request to (A) collect amounts in respect of the Subordinated Obligations for the account of the Senior Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Obligations, (B) execute and deliver to such Agent such irrevocable powers of attorney, assignments or other instruments as such Agent may request in order to enable such Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Obligations unlessand (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations. A copy of this Subordination Agreement may be filed with any court as evidence of the Senior Lenders’ right, power and authority thereunder. (d) In the event that any payment by, or on behalf of, or distribution of the assets of, the Borrower of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be received by or on behalf of the Subordinated Lender or any Affiliate thereof at a time when such payment is prohibited by this Subordination Agreement, such payment or distribution shall be held by the time Subordinated Lender in trust (segregated from other property of the Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. (e) Subject to the prior indefeasible payment in full in cash of the Senior Obligations, the Subordinated Lender shall be subrogated to the rights of the Senior Lenders to receive payments or distributions in cash, securities or other property of the Borrower to the Senior Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full in cash, and, as between and among the Borrower, its creditors (other than the Senior Lenders) and the Subordinated Lender, no such payment or distribution made to the Senior Lenders by virtue of this Subordination Agreement that otherwise would have been made to the Subordinated Lender shall be deemed to be a payment by the Borrower on account of the Subordinated Obligations, it being understood that the provisions of this paragraph (e) are intended solely for the purpose of defining the relative rights of the Subordinated Lender and the Senior Lenders. (f) Without the prior written consent of the Agent, the Borrower shall not give, or permit to be given, and the Subordinated Lender shall not receive, accept or demand, (i) any security of any nature whatsoever for the Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Borrower or any Subsidiary of the Borrower or (ii) any guarantee, of any nature whatsoever, by the Borrower or any Subsidiary of the Borrower, of the Subordinated Obligations other than any guarantee subordinated to the Senior Obligations on terms substantially identical to (and no less favorable in any significant respect to the Senior Lender than) those hereof. The Subordinated Lender agrees that all the proceeds of any such security or guarantee shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Subordinated Obligations. (g) Any and all instruments or records now or hereafter creating or evidencing the Subordinated Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, shall contain the following legend: “Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent permitted under the Subordination Agreement, dated [ ], [ ] 20[ ], among, inter alia, [ ] and [ ], which Subordination Agreement is incorporated herein with the same effect as if fully set forth herein.” (h) The Subordinated Lender agrees that, except for claims submitted in any proceeding contemplated by Section 2(c) hereof, it will not take any action to cause the Subordinated Obligations to become payable prior to their scheduled maturity or exercise any remedies or take any action or proceeding to enforce the Subordinated Obligations if the payment of such paymentSubordinated Obligation is then prohibited by this Subordination Agreement, all amounts then due and owing under the Subordinated Lender further agrees not to file, or to join with any other creditors of the Borrower in filing, any petition commencing any bankruptcy, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of creditors against or in respect of the Senior Debt have been paid Borrower or any other marshalling of the assets and liabilities of the Borrower (provided, that this prohibition shall in full and no default exists event be construed so as to limit the Subordinated Lender’s right to cause the Subordinated Obligations to become payable prior to their scheduled maturity if all the outstanding Loans in respect of the Senior Debt or any document evidencing, securing or relating Borrower under the Credit Agreement have been declared due and payable prior to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsscheduled maturity dates).

Subordination. 1.1 The Junior Lender hereby agrees as follows: (a) subordinates the payment of indebtedness evidenced by the Obligations is subordinated andJunior Debt Instruments, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of any and all other indebtedness now or at any time or times hereafter owing by the Borrower, or any successor or assign of the Borrowers Borrower, including without limitation, a receiver, trustee or debtor-in-possession (the term "Borrower" as used hereinafter shall include any such successor or any of them) and all liabilities and obligations of the Borrowers (or any of themassign) to any holder of the Junior Lender, whether such indebtedness of any kind, now or hereafter existing, direct or indirect, is absolute or contingent, joint direct or severalindirect and howsoever evidenced, whether as principal or surety including without limitation, all interest thereon, including pre-petition and whether under a credit agreementpost-petition interest, promissory notefees and expenses and any other charges, guarantee or otherwise and any refinancings thereof (collectively, the “"Junior Debt") to any and all indebtedness now or at any time hereafter owing by the Borrower to the Senior Debt”)Lender, as such Senior Debt may be modified renewedwhether absolute or contingent, extendeddirect or indirect and howsoever evidenced, increased or modified in any way from time to time including, but not limited to, all pre-petition and including all principal, interestpost-petition interest thereon, fees, expenses and all other amounts owing demands, claims, liabilities or causes of action for which the Borrower may now or at any time or times hereafter in any way be liable to the Senior Lender, whether under any agreement, instrument or document executed and delivered or made by the Borrower to the Senior Lender or otherwise, including any refinancings thereof (collectively, the "Senior Debt"). 1.2 The Junior Lender hereby subordinates all security interests, liens, encumbrances and claims, whether now existing or hereafter arising, which in any way secure the payment of the Junior Debt (the "Junior Lender's Collateral") to all security interests, liens, encumbrances and claims, whether now existing or hereafter arising, which in any way secure the payment of the Senior Debt (the "Senior Lender's Collateral"). 1.3 The Junior Lender shall not take any action to enforce any of its liens on the Junior Lender's Collateral, and shall not ask for or receive from the Borrower or any other person or entity any security for the Junior Debt not specifically granted by the Junior Debt Instruments. 1.4 The Junior Lender agrees that it shall have no right to possession of any assets included in the Junior Lender's Collateral or in the Senior Lender's Collateral, whether by judicial action or otherwise. 1.5 The Junior Lender agrees to instruct the Borrower not to pay, and agrees not to accept payment of, or assert, demand, ▇▇▇ for or seek to enforce against the Borrower or any other person or entity, by setoff or otherwise, all or any portion of the Junior Debt with the exception that the Borrower may pay accrued interest (but no principal) on the Junior Debt Instruments at a per annum rate of interest not in excess of the rate in effect from time to time in respect under the Junior Debt Instruments (which rate may not be increased without the prior written consent of such the Bank); provided, however, that the Borrower shall not pay, and the Junior Lender shall not accept, any payments of the Junior Debt following the occurrence of a default under any of the loan documents evidencing the Senior Debt;. 1.6 The Junior Lender hereby assigns to the Senior Lender and subrogates to the Senior Lender all of the Junior Lender's right, title and interest in and to the Junior Debt and the Junior Lender's Collateral, and hereby irrevocably authorizes the Senior Lender (bi) the Lender may not receive to collect, receive, enforce and accept any payment in respect and all sums or distributions of any Obligations unlesskind, at the time of such paymentwhether cash, all amounts then due and owing under securities or other property, that may become due, payable or distributable on or in respect of the Junior Debt or the Junior Lender's Collateral, whether paid directly by the Borrower or paid or distributed in any liquidation, bankruptcy, arrangement, receivership, assignment, reorganization or dissolution proceedings or otherwise, and (ii) in the Senior Debt have been paid Lender's sole discretion, to make, present and vote claims therefor in, and take such other actions as the Senior Lender deems necessary or advisable in full connection with, any such proceedings, either in the Senior Lender's name or in the name of the Junior Lender, including, but not limited to, any election in any proceeding instituted under Chapter 11 of Title 11 of United States Code (11 U.S.C. § 101 et. seq.) (the "Bankruptcy Code"); and no default exists in respect agrees that upon the written request of the Senior Lender it will promptly assign, endorse and deliver to and deposit with the Senior Lender all agreements, instruments and documents evidencing the Junior Debt, including without limitation the Junior Debt Instruments. 1.7 The Junior Lender hereby agrees that all agreements, instruments and documents evidencing the Junior Debt and the Junior Lender's Collateral will be endorsed with proper notice of this Subordination Agreement as follows: "This Note is subordinated to all indebtedness now or any document evidencinghereafter owing by the maker to Charter One Bank, securing or relating N.A., Chicago, Illinois, as provided in that certain Subordination Agreement dated as of January _____, 2006." The Junior Lender will promptly deliver to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect a certified copy of the Obligations; (d) the Lender shall not initiate or prosecute Junior Debt Instruments, as well as certified copies of all other agreements, instruments and documents hereafter evidencing any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Junior Debt, in each case showing such endorsement. 1.8 The Junior Lender agrees to execute receive and deliver hold in trust for and promptly turn over to such holder a confirmation of the subordination provided for herein Senior Lender, in the form attached as Exhibit Creceived (except for the endorsement or assignment by the Junior Lender where necessary), but without prejudice any sums at any time paid to, or received by, the Junior Lender in violation of the terms of this Subordination Agreement and to reimburse the Senior Lender for all costs, including reasonable attorney's fees, incurred by the Senior Lender in the course of collecting said sums should the Junior Lender fail to voluntarily turn the same over to the rights Senior Lender as herein required. 1.9 The Junior Lender hereby irrevocably makes, constitutes and appoints the Senior Lender (and any officer of the Senior Lender or any person designated by the Senior Lender for that purpose) as the Junior Lender's true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Junior Lender's name, place and stead, with full power of substitution, to (i) take any and all actions as are permitted in this Subordination Agreement, (ii) execute such financing statements and other documents and to do such other acts as the Senior Lender may require to perfect and preserve the Junior Debt and the Junior Lender's Collateral, and (iii) carry out any remedy provided for in this Subordination Agreement. The Junior Lender hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. The Junior Lender hereby ratifies and confirms all that said attorney-in-fact may do or cause to be done by virtue of any holder provision of this Subordination Agreement. 1.10 The Junior Lender agrees that it shall not modify or amend any agreement, instrument or document evidencing or securing the Junior Debt, including without limitation the Junior Debt Instruments, without the prior written consent of the Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsLender.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject Notwithstanding anything in this Note to the contrary, the indebtedness evidenced by this Note shall be subordinated and junior in right of payment payment, to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may (as defined below) outstanding on the date of this Note or incurred after the date of this Note: (i) no payment on account of principal of or interest on this Note shall be modified renewedmade, extendedand this Note shall not be purchased, increased either directly or modified in any way from time to time and including all indirectly, by the Borrower, unless full payment of amounts then due for the principal, interestpremium, feesif any, expenses sinking funds, and other amounts owing from time to time in respect of such interest on all Senior DebtDebt has been made or duly provided for by the Borrower; (bii) no payment on account of principal of or interest on this Note shall be made, and this Note shall not be purchased, either directly or indirectly, by the Lender may not receive any payment in respect of any Obligations unlessBorrower, if, at the time of the payment or purchase or immediately after giving effect to the payment or purchase, any default or any condition that, with notice or lapse of time, or both, would constitute a default, shall exist under any note, debenture, indenture, or agreement pursuant to which any Senior Debt is issued, which default would entitle, or with the passage of time or notice or both would entitle, the holder of such paymentSenior Debt to accelerate the maturity thereof; (iii) upon any acceleration of the principal of or interest on this Note pursuant to section 5 of this Note or upon any payment or distribution of assets of the Borrower of any kind, whether in cash, property, or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Borrower, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, or other proceedings, all amounts then principal, premium, if any, and interest due and owing under or to become due upon all Senior Debt shall first be paid in full or provided for before the holder of this Note shall be entitled to retain any assets paid or distributed in respect of principal of or interest on this Note; under those circumstances, any payment or distribution to which the holder of this Note would be entitled but for the provisions of this clause (iii) shall be paid by the Borrower (or by any receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making the payment or distribution, or by the holder of this Note, if received by such holder) directly to the holders of Senior Debt or their representatives, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt (except that, in connection with any reorganization proceedings, there may be delivered to and retained by the holder of this Note any instruments evidencing obligations of the Borrower that are subordinated, at least to the extent provided in this Note, to the payment of all Senior Debt) and consistent with the provisions of this section 1; and (iv) by acceptance of this Note, the Holder further agrees that at the Borrower’s request from time to time, the Holder shall execute and deliver such instruments as the holder of any Senior Debt may require to effect the subordination of this Note to the Senior Debt in a manner and to the extent reasonably required by the holder of the Senior Debt have been paid in full and no default exists in respect The foregoing provisions are solely for the purpose of defining the relative rights of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder holders of Senior Debt, to execute on the one hand, and deliver to such the holders of this Note, on the other hand, and nothing in those provisions shall impair, as between the Borrower and the holder a confirmation of this Note, the obligation of the subordination provided for herein Borrower, which is unconditional and absolute, to pay to the holder of this Note the principal of and interest on this Note in accordance with its terms, nor shall anything in those provisions prevent the form attached as Exhibit Cholder of this Note from exercising all remedies permitted by law upon default under this Note, but without prejudice subject to the rights set forth above of any holder the holders of Senior Debt that does not request to receive cash, property, or receive such a confirmation; andsecurities otherwise payable or deliverable to the holder of this Note. (fb) As used in this Note, the Borrowers term “Senior Debt” means the principal of, premium, if any, unpaid interest on, and all reasonable and customary charges in connection with, liabilities of Prescient Applied Intelligence, Inc. (“PAII”) assumed by Borrower, liabilities of the Borrower, whether outstanding on the date of issuance of this Note or thereafter created, incurred, or assumed, that are not restricted from incurring indebtedness for money borrowed by the Borrower or charging their property and undertaking PAII, or any direct or indirect subsidiary of the Borrower or PAII to secure finance or refinance the acquisition of PAII, or to provide working capital for the Borrower, PAII, or any indebtedness direct or other obligationsindirect subsidiary of the Borrower or PAII.

Subordination. The Lender hereby agrees as follows: (a) You agree that, until the payment of the Obligations is subordinated andTermination Date, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or Borrower to You, including any of them) and all liabilities present and obligations future indebtedness regardless of the Borrowers (its nature or any manner of them) to any holder of such indebtedness of any kind, origination now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety to become due and whether under a credit agreement, promissory note, guarantee or otherwise owing by Borrower to You (collectively, the “Senior DebtSubordinated Indebtedness”), as such Senior Debt may are subordinated and shall be modified renewedinferior, extendedin all respects, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;the Secured Obligations. (b) In no circumstance shall any Subordinated Indebtedness be entitled to any collateral security; provided, that in the Lender may event any such collateral security exists, You agree that any now existing or hereafter arising Lien upon any of the assets of Borrower in favor of You, whether created by contract, assignment, subrogation, reimbursement, indemnity, operation of law, principles of equity or otherwise, shall be junior and inferior to, and is subordinated in priority to any now existing or hereafter arising Liens in favor of Us or in and against the Collateral, regardless of the time, manner or order of creation, attachment or perfection of the respective Liens. (c) From and after the occurrence and during the continuation of an Event of Default, You shall not assert, collect, accept payment on or enforce any of the Subordinated Indebtedness or take collateral or other security to secure payment of the Subordinated Indebtedness until the Termination Date. From and after the occurrence and during the continuation of an Event of Default, You shall not demand payment of, accelerate the maturity of, or declare a default or event of default under the Subordinated Indebtedness until the Termination Date. From and after the occurrence and during the continuation of an Event of Default, You shall not cause or permit Borrower to make or give, and You shall not receive any or accept, payment in respect any form (whether direct or indirect, including by transfer to an Affiliate or Subsidiary of Borrower, to You) on account of the Subordinated Indebtedness, make any Obligations unless, at the time of such payment, all amounts then due and owing under or transfers in respect of the Senior Debt have been paid Subordinated Indebtedness without the express prior written consent of Us (which consent may be withheld for any reason in full Our sole discretion), or give any collateral security for the Subordinated Indebtedness. You agree that any payment, transfer, or collateral security so made or given by Borrower and no default exists received or accepted by You, in respect violation of the Senior Debt this Guaranty, without Our express prior written consent, shall be held in trust by You for Our account, and You shall immediately turn over, in kind, any such payment to Us for application in reduction of, or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached case of property other than cash) as Exhibit Csecurity for, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsYour obligations hereunder.

Subordination. The Lender hereby agrees as follows: (a) Borrower and Manager agree that the payment of the Subordinated Obligations is subordinated andshall, subject to the right of payment to the extent herein provided, be subject and in the manner set forth in paragraph (b) below, postponed subordinate to the repayment prior payment, discharge and satisfaction in full of the Senior Obligations. Notwithstanding the foregoing, if and for so long as no Default (as such term is defined in the Loan Agreement) shall have occurred and be continuing, Borrower may pay, and Manager may receive and retain payment of, all fees due and payable under the Management Agreement and all other indebtedness of amounts due and payable to Manager under the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;Management Agreement. (b) Except as expressly permitted hereby, Manager will not request, demand, sue ▇▇▇, take, accept or receive from Borrower, by set-off or otherwise, and Borrower will not pay to Manager, any monies including, without limitation, fees and any other amounts due and payable to Manager under the Lender may not receive Loan Agreement under or provided for in the Management Agreement now or hereafter payable by Borrower to Manager in respect of the Subordinated Obligations or any security therefor, until the final payment, discharge and satisfaction in full of the Senior Obligations. (c) Upon any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of Borrower or the proceeds thereof, to creditors of Borrower, or upon any indebtedness of Borrower, by reason of the liquidation, dissolution or other winding up of Borrower or Borrower's business, or any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against Borrower for any relief under any bankruptcy or insolvency law or 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, whether in cash, securities or other property, which would otherwise be payable or deliverable by Borrower to Manager in respect of any of the Subordinated Obligations unless(including, at without limitation, interest thereon) shall be paid and delivered directly to Lender for application to the Senior Obligations, whether or not then due, until the Senior Obligations shall have first been fully paid, discharged and satisfied. Manager irrevocably authorizes and empowers Lender to demand, sue ▇▇▇, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other actions, in Lender's own name or in the name of Manager or otherwise, as Lender may deem necessary or desirable for the enforcement of this Agreement. For the purposes set forth in the foregoing sentence, Manager appoints Lender its attorney in fact, which appointment is coupled with an interest and irrevocable. Manager will execute and deliver to Lender any such additional documentation to evidence the foregoing, including, without limitation, powers of attorney, assignments or other instruments as may be reasonably requested by Lender in order to enable Lender to enforce any and all claims upon or with respect to any of the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable with respect to such Subordinated Obligations. (d) Manager shall forthwith deliver to Lender, in precisely the form received (endorsed or assigned by Manager as appropriate), any and all payments, distributions and security, and the proceeds thereof, paid to and received by Manager with respect to the Subordinated Obligations in violation of the foregoing provisions, for application to the Senior Obligations. Until so delivered, all such payments, distributions and security and the proceeds thereof shall be held by Manager, in trust, as the property of Lender. In the event of Manager's failure to endorse or assign any such payments, distributions, security or proceeds, Lender is hereby irrevocably authorized to do so on Manager's behalf. (e) For so long as any of the Senior Obligations remain outstanding, Manager will not assign or transfer to any third party any claim which it has or may hereafter have against Borrower in respect of any of the Subordinated Obligations, unless such assignment or transfer is made expressly subject to the terms and conditions hereof in an instrument in form and substance satisfactory to Lender. (f) At any time and from time to time, Lender may enter into such agreements with Borrower as it deems appropriate extending the time of such paymentpayment of, or renewing or otherwise altering the terms of, all amounts then due or any of the Senior Obligations, without notice to Manager and owing under without in any way impairing or affecting the obligations of Manager hereunder. (g) Lender's right to enforce this Agreement in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender Subordinated Obligations shall not accept be prejudiced by any mortgage, pledge, hypothec act or other charge, lien failure to act on the part of Borrower or encumbrance on any anyone in custody of Borrower's assets or property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations principal of, premium (if any), interest on or any other amounts due on the Securities is subordinated and, subject and junior in right of payment to all existing and future Senior Indebtedness (as defined below) of the Company and senior and prior in right of payment to the extent Common Securities Guarantee, the Exchange Common Securities Guarantee, the Existing Debentures, the Existing Common Securities Guarantee and the Existing Preferred Securities Guarantee, as described in the manner set forth Indenture. Each Holder, by accepting a Security, agrees to such subordination and authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee as its attorney-in-fact for such purpose. In addition, no payment of principal (including redemption payments) of, premium, if any, or interest (including any Additional Interest or Compounded Interest) on the Securities may be made if there shall have occurred and be continuing (i) a default in paragraph (b) belowthe payment when due of principal of, postponed to the repayment in full of all other indebtedness premium, if any, sinking funds, if any, or interest, if any, on any Senior Indebtedness of the Borrowers Company and any applicable grace period with respect to such default shall have ended without such default having been cured or waived or ceasing to exist or (or ii) an event of default with respect to any of them) and all liabilities and obligations Senior Indebtedness of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, Company resulting in the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect acceleration of the Senior Debt have maturity thereof without such acceleration having been paid in full and no default exists in respect of the Senior Debt rescinded or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsannulled.

Subordination. The Lender hereby agrees as follows: (a) indebtedness evidenced by, and the payment of the Obligations principal of and interest on, the Notes is hereby expressly subordinated andand made junior, subject to the right of payment to the extent and in the manner set forth in paragraph (b) belowthis Agreement, postponed to the repayment prior payment in full of all Senior Indebtedness of the Company and will rank pari passu in all respects with other subordinated indebtedness of the Borrowers Company. The Company hereby covenants and agrees that it will not, without the prior consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, incur in excess of Five Million Dollars ($5,000,000) of parri passu indebtedness at any time for so long as any principal of or interest on the Notes remains outstanding hereunder. As used herein, "Senior Indebtedness" means any indebtedness, including interest and collection charges, of them) the Company, whether now existing or hereafter created, and all liabilities and obligations refinancings thereof, to any bank, trust company, pension or profit-sharing trust (other than such a trust for the benefit of employees of the Borrowers (Company), insurance company or other financial institution, except any of them) to any holder of such indebtedness which by its express terms is not senior in right of payment to the Notes. As used in the foregoing definition, "indebtedness" means (i) all obligations for borrowed money or for the deferred portion of the purchase price of any kindasset, now or hereafter existing(ii) all rental obligations under leases which, direct or indirectin accordance with generally accepted accounting principles, absolute or contingent, joint or several, whether are shown as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, capitalized obligations on the “Senior Debt”), Company's balance sheet as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full date as of which indebtedness is to be determined, and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (ciii) the Lender shall not accept indebtedness secured by any mortgage, pledge, hypothec or other charge, lien or encumbrance security interest existing on any property, asset property owned by the Company whether or undertaking of any Borrower in respect of not the Obligations; (d) the Lender indebtedness secured thereby shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationshave been assumed.

Subordination. The Lender hereby agrees as follows: (a) You agree that, until the payment of the Obligations is subordinated andTermination Date, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or Borrower to You, including any of them) and all liabilities present and obligations future indebtedness regardless of the Borrowers (its nature or any manner of them) to any holder of such indebtedness of any kind, origination now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety to become due and whether under a credit agreement, promissory note, guarantee or otherwise owing by Borrower to You (collectively, the “Senior DebtSubordinated Indebtedness”), as such Senior Debt may are subordinated and shall be modified renewedinferior, extendedin all respects, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;the Secured Obligations. (b) In no circumstance shall any Subordinated Indebtedness be entitled to any collateral security; provided, that in the Lender may event any such collateral security exists, You agree that any now existing or hereafter arising Lien upon any of the assets of Borrower in favor of You, whether created by contract, assignment, subrogation, reimbursement, indemnity, operation of law, principles of equity or otherwise, shall be junior and inferior to, and is subordinated in priority to any now existing or hereafter arising Liens in favor of Us or in and against the Pledged Collateral, regardless of the time, manner or order of creation, attachment or perfection of the respective Liens. (c) From and after the occurrence and during the continuation of an Event of Default, You shall not assert, collect, accept payment on or enforce any of the Subordinated Indebtedness or take collateral or other security to secure payment of the Subordinated Indebtedness until the Termination Date. From and after the occurrence and during the continuation of an Event of Default, You shall not demand payment of, accelerate the maturity of, or declare a default or event of default under the Subordinated Indebtedness until the Termination Date. From and after the occurrence and during the continuation of an Event of Default, You shall not cause or permit Borrower to make or give, and You shall not receive any or accept, payment in respect any form (whether direct or indirect, including by transfer to an Affiliate or Subsidiary of Borrower, to You) on account of the Subordinated Indebtedness, make any Obligations unless, at the time of such payment, all amounts then due and owing under or transfers in respect of the Senior Debt have been paid Subordinated Indebtedness without the express prior written consent of Us (which consent may be withheld for any reason in full Our sole discretion), or give any collateral security for the Subordinated Indebtedness. You agree that any payment, transfer, or collateral security so made or given by Borrower and no default exists received or accepted by You, in respect violation of the Senior Debt this Guaranty, without Our express prior written consent, shall be held in trust by You for Our account, and You shall immediately turn over, in kind, any such payment to Us for application in reduction of, or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached case of property other than cash) as Exhibit Csecurity for, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsYour obligations hereunder.

Subordination. The Lender hereby agrees as follows: (a) the payment All claims of the Obligations Holder to principal, interest and any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) is hereby expressly subordinated andin right of payment, subject as herein set forth, to the right of prior payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of Senior Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Borrowers Maker, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or any of them) and all liabilities and obligations of the Borrowers (or any of themotherwise) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, collect the “Senior Debt”Junior Indebtedness), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessif, at the time of such payment, all amounts exercise or immediately after giving effect thereto, (i) there shall exist any “default” or “event of default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any of the Senior Indebtedness has been accelerated and such acceleration has not been waived or such Senior Indebtedness has not been paid in full; provided, however, that (x) in the event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Holder may accelerate the indebtedness evidenced by this Note, and (y) if the Maker is permitted under the terms of the Senior Indebtedness to pay an amount due and owing under or in respect this Note and fails to make such payment, then so long as the terms of the Senior Debt have been Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). (b) Upon any payment or distribution of assets of the Maker of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Maker, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness of the Maker shall first be paid in full full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and no default exists upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Maker of any kind or character, whether in respect cash, property or securities, to which the Holder as holder of the Junior Indebtedness would be entitled except for the provisions hereof, shall be paid by the Maker or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holder if received by ▇▇▇▇▇▇, directly to the holder of the Senior Debt Indebtedness, or any document evidencingits representatives, securing or relating to the extent necessary to pay all such Senior Debt;Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness. (c) If the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect holders of the Obligations;Senior Indebtedness in good faith believe Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Senior Indebtedness may do so for Holder. (d) In the Lender shall not initiate event that any payment or prosecute any claim, action or other proceeding challenging distribution of assets of the enforceability Maker of any kind or character, whether in cash, property or securities, prohibited by the foregoing shall be received by the Holder before all the Senior Debt Indebtedness is paid in full, or object provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Senior Indebtedness or their representative or representatives, as their respective interests may appear, for application to the payment of all the Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full, in money, in accordance with its terms, after giving effect to any borrowing under any concurrent payment or distribution to or for the holders of such Senior Debt;Indebtedness. (e) The provisions hereof are solely for the Lender agreespurpose of defining the relative rights of the holders of the Senior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Maker and the Holder, the obligations of the Maker under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 4, if and so long as all documents governing the Senior Indebtedness permit one of the actions restricted by this Section 4, the restriction shall be waived and the restricted action permitted hereunder. (f) No right of any present or future holder of any Senior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Maker or any act or failure to act, in good faith, by any such holder of the Senior Indebtedness, or any noncompliance by the Maker with the terms, provisions and covenants hereof, regardless of any knowledge thereof any holder of the Senior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Senior Indebtedness may, at any time and from time to time, without the request consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Senior Indebtedness, or otherwise amend or supplement in any manner the Senior Indebtedness or any instrument evidencing the same or any agreement under which the Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Indebtedness; (iii) release any person liable or contingently liable in any manner for the payment or collection of the Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Maker or any other person. (g) Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note. (h) Notwithstanding the provisions of this Section 4, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holder(s) of the Senior Indebtedness or their representatives send written notice to Holder of same. (i) Subject to the payment in full of all the Senior Indebtedness, Holder as holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payments or distributions of assets of the Maker applicable to the Senior Indebtedness until the Senior Indebtedness shall be paid in full. (j) The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of the Senior Indebtedness, and shall execute and deliver such additional subordination agreements, consistent with the foregoing as any holder of Senior DebtIndebtedness may require. (k) For purposes hereof, “Senior Indebtedness” means all indebtedness of the Maker, whether outstanding on the date of the execution of this Note or thereafter created, to execute banks, insurance companies and deliver other financial institutions or funds, unless in the instrument creating or evidencing such indebtedness it is provided that such indebtedness is not senior in right of payment to such holder a confirmation this Note. Senior Indebtedness shall also include indebtedness for taxes owed to federal or state agencies and other indebtedness of the subordination provided for herein in the form attached as Exhibit C, but without prejudice Maker that by operation of law has a right that is senior to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsJunior Indebtedness.

Subordination. The Lender hereby agrees as follows: (a) Notwithstanding any provision of this Agreement to the payment contrary, all rights of the Obligations is Grantors under Section 5.01 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise in connection with the circumstances described in Section 5.01 shall be fully subordinated and, subject to the right of indefeasible payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness in cash of the Borrowers Obligations. No failure on the part of any Grantor to make the payments required by Section 5.01 (or any other payments required under applicable law or otherwise in connection with the circumstances described in Section 5.01) shall in any respect limit the obligations and liabilities of them) any Grantor with respect to its obligations hereunder, and all liabilities and each Grantor shall remain liable for the full amount of the obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;Grantor hereunder. (b) Each Grantor hereby agrees that upon the Lender may not receive occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent (provided, that no notice shall be required in connection with any Event of Default pursuant to Section 8.01(f) of the Credit Agreement) no payment or distribution of any kind or character shall be made in respect of any Obligations unlessIndebtedness owed to it by any Subsidiary (“Subordinated Intercompany Debt”) (whether in cash, at property or securities, including on account of the time purchase, redemption or other acquisition of such paymentdebt) until the occurrence of the Termination Date. During the continuance of such Event of Default, all amounts then so long as the Termination Date has not occurred, no Grantor shall, (without the consent of the Collateral Agent): (i) accelerate, make demand, or otherwise make due and owing under payable prior to the original due date thereof any Subordinated Intercompany Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the Senior Debt have been paid in full and no default exists obligations of any debtor in respect of the Senior Subordinated Intercompany Debt or any document evidencing, securing or relating (a “Subordinated Debtor”) owing to the Senior Debtsuch Grantor; (cii) the Lender shall not accept exercise any mortgage, pledge, hypothec rights under or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in with respect to guaranties of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Subordinated Intercompany Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.if any;

Subordination. The In consideration of the Lenders agreeing to make the Facility available to the Subordinated Lender hereby upon the terms and conditions of the Facility Agreement and as a continuing security for the due and punctual performance and discharge of the Secured Obligations, the Subordinated Lender agrees that throughout the continuance of this Deed and so long as follows:the Secured Obligations or any part thereof remains owing:- (a) the Subordinated Indebtedness owing to it:- (i) is, and shall remain, subordinated and the payment thereof deferred to all and any rights, claims and actions which the Security Trustee or any Finance Party may now or hereafter have against any of the Debtors in respect of the Secured Obligations; (ii) shall not be repaid or repayable, in whole or in part, except with the prior written consent of the Security Trustee or in the event of the winding-up, liquidation or dissolution of any of the Debtors (or any proceedings analogous thereto); (iii) shall not, except with the prior written consent of the Security Trustee, be subject to payment of interest (although interest may accrue thereon); (iv) is and shall remain unsecured by any Security Interest over the Obligations whole or any part of the assets of any of the Debtors; (v) is subordinated andnot, and shall not become capable of being, subject to the any right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (set-off or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debtcounterclaim; (b) the Subordinated Lender may shall not claim, request, demand, ▇▇▇ for, take or receive (whether by set-off or in any payment in respect other manner and whether from any of the Debtors or any Obligations unless, at the time of such payment, all amounts then due and owing under other person) any money or other property in respect of the Senior Debt have been paid in full and no default exists in respect Subordinated Indebtedness or any part thereof except with the prior written consent of the Senior Debt or any document evidencing, securing or relating to the Senior DebtSecurity Trustee; (c) if any monies (including the Lender shall not accept proceeds of any mortgage, pledge, hypothec set-off or counterclaim) or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower property are received in respect of the Subordinated Indebtedness by or on behalf of the Subordinated Lender, it shall forthwith pay or transfer the same to the Security Trustee and the Security Trustee shall apply the same in or towards satisfaction of the Secured Obligations;; and (d) if any Security Interest is created as security for the Lender Subordinated Indebtedness then, immediately on the creation thereof, the benefit of such Security Interest shall not initiate be assigned or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation transferred in favour of the subordination provided Security Trustee as security for herein in the form attached as Exhibit C, but without prejudice to Secured Obligations and any instrument or agreement evidencing such [Group Subordination Deed] Security Interest shall be deposited with the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSecurity Trustee.

Subordination. The Lender hereby agrees as follows: (a) the payment Note is a secured obligation of the Obligations is subordinated andCompany, subject in priority second only to the existing indebtedness of the Company to Coast Business Credit, a division of Southern Pacific Bank (the "Senior Debt"). The Note shall be subordinated in right of payment to the extent Senior Debt. The Lender agrees to execute any subordination agreement reasonably requested by any holder of the Senior Debt. No payment may be made by the Company on account of the principal of and interest on the Note, unless and until the principal of and interest of the Senior Debt is either current or until such payment default has been cured or waived or otherwise has ceased to exist. Upon any distribution of assets of the Company or upon any dissolution, winding up, liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the manner set forth benefit of creditors or any marshaling of assets or liabilities, (i) the holders of all Senior Debt will first be entitled to receive payment in paragraph full (bor have such payment duly provided for) belowbefore the Lender is entitled to receive any payment on account of the principal of, postponed premium, if any, or interest on, the Note and (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities to which the Lender would be entitled (by setoff or otherwise), except for the subordination provisions contained in this Agreement, will be paid by the liquidating trustee or agent or other person making such a payment or distribution directly to the repayment lenders of Senior Debt or their representative to the extent necessary to make payment in full of all other indebtedness such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Borrowers (Company shall be received by the Lender at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the holders of Senior Debt, and shall be paid or delivered by the Lender, as the case may be, to the holders of the Senior Debt remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewedhave been issued, extended, increased or modified in any way from time ratably according to time and including all principal, interest, fees, expenses and other the aggregate amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect remaining unpaid on account of the Senior Debt have been paid held or represented by each, for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay or to provide for the payment of all such Senior Debt in full and no default exists in respect after giving effect to any concurrent payment or distribution to the holders of the Senior Debt Debt. No provision contained in this Agreement or any document evidencingthe Note will affect the obligation of the Company, securing or relating which is absolute and unconditional, to pay, when due, principal of and premium, if any, and interest on the Senior Debt; (c) Note as and when the Lender same shall become due and payable. The subordination provisions of this Agreement and the Note will not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking prevent the occurrence of any Borrower in respect default or event of default under this Agreement or the Obligations; (d) the Lender shall not initiate Note or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to limit the rights of the Lender, subject to the preceding paragraphs, to pursue any holder of Senior Debt that does not request other rights or receive such a confirmation; and (f) remedies with respect to the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsNote.

Subordination. The Lender hereby agrees as follows: (a) Neither Guarantor shall make any loans or advances to Borrower, and Holding Company shall ensure that no Subsidiaries thereof shall make any loans or advances to Borrower, in each case other than equity investments of capital. All Indebtedness of Borrower to each Guarantor whether now existing or hereafter arising (the “Subordinated Debt”) is hereby subordinated to full payment and performance of the Obligations, and until then, Borrower shall not make, and neither Guarantor shall, without the prior written consent from Lender (granted or withheld in the exercise of its sole discretion) accept any payment of an Indebtedness from Borrower. All Encumbrances that either Guarantor may have or that would otherwise arise against any assets of Borrower, including for any breach of the Time Charter, are hereby irrevocably subordinated to the lien of the Mortgage and other security granted in the Loan Documents (the “Subordinated Liens”). (b) Unless otherwise permitted pursuant to this Agreement, all payments or distributions upon or with respect to the Subordinated Debt or obligations secured by Subordinated Liens, including from Bankruptcy or Other Proceedings pertaining to any of them, whether through payment, subrogation, or otherwise, shall be received in trust for the benefit of Lender, shall be segregated from other funds and assets held by the recipient, and shall be forthwith paid to the Lender in the same form in which it was received (with any necessary endorsement) to be applied (in the case of cash) to the Obligations in accordance with Section 2.3, or received as collateral (in the case of non-cash property or securities) as security for, the payment of the Obligations is subordinated andObligations, subject to the right of payment to the extent and be foreclosed upon in the manner set forth occurrence of an Event of Default as permitted by law. (c) If any Bankruptcy or Other Proceeding is commenced by or against or otherwise occurs with respect to Borrower, any member or shareholder of Borrower, any Person of which Borrower is a partner, joint venturer, or member, or any Subsidiary of Borrower, this Agreement shall remain in paragraph effect, and Lender is hereby irrevocably authorized (b) belowin its own name or in the name of Holding Company or Charterer, postponed as the case may be), but shall have no obligation, to the repayment in full of all other indebtedness demand, s▇▇ for, collect, and receive every payment or distribution that results from a Bankruptcy or Other Proceeding on account of the Borrowers Subordinated Debt or obligations secured by Subordinated Liens, and to give acquittance therefor, file claims and proofs of claim, and take such other action with respect thereto (including voting the Subordinated Debt or obligations secured by Subordinated Liens, enforcing security therefor, and compromising claims therefor) as it may deem necessary or advisable for the exercise or enforcement of any of them) the rights, powers, and all liabilities and obligations remedies of the Borrowers Lender hereunder. (or d) For so long as any of them) to any holder of the Obligations remain outstanding the Guarantors shall duly and promptly take or refrain from taking such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether action as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect reasonably require: (i) unless otherwise permitted pursuant to this Agreement, to collect the Subordinated Debt and obligations secured by Subordinated Liens and remit the proceeds thereof to Lender, file appropriate claims and proofs of any Obligations unless, at the time of such payment, all amounts then due and owing under or claim in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Subordinated Debt or any document evidencingobligations secured by Subordinated Liens, securing or relating to the Senior Debt; (cii) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to the Lender such holder a confirmation powers of attorney, assignments, and other instruments as the Lender may require in order to enable the Lender to enforce any or all claims with respect to, and security for, the Subordinated Debt and obligations secured by Subordinated Liens, and (iii) to collect and receive all payments and distributions that may be payable or deliverable upon or with respect to the Subordinated Debt and obligations secured by Subordinated Liens. (e) For so long as any of the subordination provided for herein in Advance remains outstanding Guarantors shall not, without the form attached as Exhibit Cprior written consent of Lender: (i) accelerate or demand payment of any of the Subordinated Debt or obligations secured by Subordinated Liens; (ii) commence any legal proceedings or arbitration proceedings to collect any of the Subordinated Debt or obligations secured by Subordinated Liens, but without prejudice (iii) exercise any rights, powers, or remedies with respect to collection of the Subordinated Debt or obligations secured by Subordinated Liens; (iv) cooperate with or stipulate to the rights commencement or continuation of any holder Bankruptcy or Other Proceeding with respect to Borrower or any of Senior its assets, (v) assist the Borrower with respect to any Bankruptcy or Other Proceedings pertaining to the Borrower, or (vi) assign, transfer, or subject to an Encumbrance any Subordinated Debt that does not request or receive such a confirmation; andobligations secured by Subordinated Liens. (f) Borrower shall not make any payment of any of the Borrowers are not restricted from incurring indebtedness Subordinated Debt or charging their property and undertaking to secure obligations secured by Subordinated Liens without the written consent of Lender previously obtained, which may be granted or withheld by Lender in the exercise of its sole discretion. None of the Subordinated Debt or obligations secured by Subordinated Liens (or any indebtedness agreements, instruments, or other obligationsevidence thereof) shall be amended in a manner that would have an adverse effect on the rights, powers, or remedies of Lender under this Agreement. Borrower and Guarantors agree to refrain from all acts which are in any way inconsistent with this Agreement or the rights of Lender hereunder. Borrower and Guarantors agree to perform all further acts reasonably necessary to give full effect to this Agreement. (g) Guarantors waive the right to assert the doctrine of marshalling of assets against the Lender.

Subordination. The Lender hereby agrees If this Note is a Subordinated Note, as follows: (a) indicated on the payment face hereof, the indebtedness of the Obligations is subordinated andIssuer evidenced by this Subordinated Note, subject to including the principal, premium (if any), interest, or other amounts payable (if any), shall be subordinate and junior in right of payment to the extent its obligation to its depositors, its obligations under bankers’ acceptances and in the manner set forth in paragraph (b) belowletters of credit, postponed and its obligations to its other creditors, including its obligations to the repayment United States Federal Reserve Bank, the United States Federal Deposit Insurance Corporation (the “FDIC”), and to any rights acquired by the FDIC as a result of loans made by the FDIC to the Issuer or the purchase or guarantee of any of the Issuer’s assets by the FDIC pursuant to the provisions of 12 U.S.C. Sections 1823(c), (d) or (e), whether now outstanding or hereafter incurred. In the event of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding up of or relating to the Issuer, whether voluntary or involuntary, all such obligations shall be entitled to be paid in full before any payment shall be made on account of the principal of, or premium (if any), interest, or other amounts payable (if any) on, this Subordinated Note. In the event of any such proceedings, after payment in full of all other indebtedness sums owing such prior obligations, the holder of the Borrowers (or this Subordinated Note, together with any of them) and all liabilities and obligations of the Borrowers Issuer ranking on a parity with this Subordinated Note, shall be entitled to be paid from the remaining assets of the Issuer the unpaid principal hereof and any unpaid premium (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”if any), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; payable (bif any) the Lender may not receive before any payment or other distribution, whether in respect cash, property, or otherwise, shall be made on account of any Obligations unless, at the time of such payment, all amounts then due and owing under capital stock or in respect any obligations of the Senior Debt have been paid Issuer ranking junior to this Subordinated Note. Notwithstanding any other provisions of this Subordinated Note, including specifically those set forth in full the sections relating to subordination, events of default and no default exists in respect covenants of the Senior Debt Issuer, it is expressly understood and agreed that the OCC or any document evidencing, securing receiver or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect conservator of the Obligations; (d) Issuer appointed by the Lender OCC as to its assets shall not initiate have the right in the performance of its legal duties, and as part of liquidation designed to protect or prosecute any claim, action or other proceeding challenging further the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation continued existence of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to Issuer or the rights of any parties or agencies with an interest in, or claim against, the Issuer or its assets, to transfer or direct the transfer of the obligations of this Subordinated Note to any bank or bank holding company selected by such official which shall expressly assume the obligation of the due and punctual payment of the unpaid principal, and interest and premium, if any (and any other amounts payable), on this Subordinated Note and the due and punctual performance of all covenants and conditions; and the completion of such transfer and assumption shall serve to supersede and void any default, acceleration or subordination which may have occurred, or which may occur due to or related to such transaction, plan, transfer or assumption, pursuant to the provisions of this Subordinated Note, and shall serve to return the holder of Senior Debt this Subordinated Note to the same position, other than for substitution of the obligor, it would have occupied had no default, acceleration or subordination occurred; except that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness interest, principal, or other obligationsamounts previously due, other than by reason of acceleration, and not paid, in the absence of a contrary agreement by the holder of this Subordinated Note, shall be deemed to be immediately due and payable as of the date of such transfer and assumption, together with the interest from its original due date at the rate provided for herein.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject To induce one or more lenders to extend credit to the Company, and for the benefit of such lenders, Holder agrees, by its acceptance of this Note, for itself and for each future holder (if any) of this Note, that the obligations evidenced by this Note (the “Subordinated Obligations”) are expressly subordinate and junior in right of payment to all principal amounts of, and accrued interest on (including, without limitation, any interest that accrues after the extent and in the manner set forth in paragraph (b) belowcommencement of any case, postponed proceeding or other action relating to the repayment in full of all other indebtedness bankruptcy, insolvency or reorganization of the Borrowers (or any of them) Company), each loan agreement, bridge note, revolving credit note, term note and all liabilities other indebtedness, obligation and obligations liability of the Borrowers Company under any agreement or contract with any Senior Creditor, the payment or performance of which is expressly secured by a security interest in all or substantially all of the assets of the Company (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior DebtObligations”). For purposes of this note, as such Senior Debt may be modified renewed, extended, increased “subordinate and junior in right of payment” shall mean that no part of the Subordinated Obligations shall have any claim to the Company’s assets on a parity with or modified in any way from time prior to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect claim of the Senior Debt Obligations. From and after the date of receipt of notice from any Senior Creditor of any default with respect to any of the Senior Obligations, Holder shall not ask for, demand, sue for, take or receive any payments with respect to all or any part of the Subordinated Obligations or any security therefor, whether from the Company or any other source, unless and until the Senior Obligations have been paid in full. Holder further agrees that upon any distribution of money or assets, or readjustment of the indebtedness of the Company whether by reason of foreclosure, liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the Subordinated Obligations, or the application of the assets of the Company to the payment or liquidation thereof, the Senior Creditors shall be entitled to receive payment in full and no default exists in respect cash of all of the Senior Debt or any document evidencing, securing or relating Obligations prior to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking payment of any Borrower in respect part of the Subordinated Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “"Senior Debt”"), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: (a) the payment All claims of the Obligations is Holder to principal, interest and any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) are hereby expressly subordinated andin right of payment, subject as herein set forth, to the prior payment in full of all Superior Indebtedness (as defined below). In addition, the Junior Indebtedness is hereby expressly made paripassu in right of payment to the extent and any other unsecured indebtedness incurred, now or in the manner set forth future, by the Borrower in paragraph (b) belowfavor of a seller or seller-related party as all or part of the consideration given by the Borrower in an acquisition of stock or assets for its business, postponed and all other paripassu holders shall be similarly subordinated to the repayment in full of Superior Indebtedness. For the purpose hereof, “Superior Indebtedness” shall mean all other indebtedness of the Borrowers Borrower, whether outstanding on the date of execution of this Note or thereafter created, in favor of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or her assigns. No payment under Junior Indebtedness shall be made by the Borrower, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or any of them) and all liabilities and obligations of the Borrowers (or any of themotherwise) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, collect the “Senior Debt”Junior Indebtedness), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessif, at the time of such payment, all amounts exercise or immediately after giving effect thereto, (i) there shall exist any “Default” or “Event of Default” under any agreements governing any of the Superior Indebtedness or (ii) the maturity of any of the Superior Indebtedness has been accelerated and such acceleration has not been waived or such Superior Indebtedness has not been paid in full; provided, however, that (x) in the event that the holder of any Superior Indebtedness accelerates such Superior Indebtedness, then the Holder may accelerate the indebtedness evidenced by this Note, and (y) if the Borrower is permitted under the terms of the Superior Indebtedness to pay an amount due and owing under this Note and fails to make such payment, then so long as the terms of the Superior Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). Upon any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Borrower, whether voluntary or involuntary or in respect bankruptcy, insolvency, receivership or other proceedings, all Superior Indebtedness of the Senior Debt have been Borrower shall first be paid in full full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and no default exists in respect upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Senior Debt Borrower of any kind or character, whether in cash, property or securities, to which the Holder as holder of the Junior Indebtedness would be entitled except for the provisions hereof, shall be paid by the Borrower or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holder if received by Holder, directly to the holders of the Superior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Superior Indebtedness held by such holder), or their representatives, to the extent necessary to pay all such Superior Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Superior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness. If the holders of the Superior Indebtedness in good faith believe Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Superior Indebtedness may do so for Holder. In the event that any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, prohibited by the foregoing shall be received by the Holder before all the Superior Indebtedness is paid in full, or provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Superior Indebtedness or their representative or representatives, as their respective interests may appear, for application to the payment of all the Superior Indebtedness remaining unpaid to the extent necessary to pay all such Superior Indebtedness in full, in money, in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Superior Indebtedness. The provisions hereof are solely for the purpose of defining the relative rights of the holders of the Superior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Borrower and the Holder, the obligations of the Borrower under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 9, if and so long as all documents governing the Superior Indebtedness permit one of the actions restricted by this Section 9, the restriction shall be waived and the restricted action permitted hereunder. No right of any present or future holder of any Superior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Borrower or any document evidencingact or failure to act, securing in good faith, by any such holder of the Superior Indebtedness, or relating to any noncompliance by the Senior Debt; (c) Borrower with the Lender shall not accept any mortgageterms, pledgeprovisions and covenants hereof, hypothec or other charge, lien or encumbrance on any property, asset or undertaking regardless of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of knowledge thereof any holder of Senior Debtthe Superior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Superior Indebtedness may, at any time and from time to execute time, without the consent of or notice to the Holder, without incurring responsibility to the Holder and deliver to such holder a confirmation of without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Superior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Superior Indebtedness, or otherwise amend or supplement in any manner the Superior Indebtedness or any instrument evidencing the same or any agreement under which the Superior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Superior Indebtedness; (iii) release any person liable or contingently liable in any manner for herein the payment or collection of the Superior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Borrower or any other person. Each holder of any Superior Indebtedness, whether such Superior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note. Notwithstanding the form attached provisions of this Section 9, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holder(s) of the Superior Indebtedness or their representatives send written notice to Holder of same. Subject to the payment in full of all the Superior Indebtedness, Holder as Exhibit C, but without prejudice holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Superior Indebtedness to receive payments or distributions of assets of the Borrower applicable to the Superior Indebtedness until the Superior Indebtedness shall be paid in full. The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of Senior Debt that does not request or receive the Superior Indebtedness, and shall execute and deliver such a confirmation; and (f) additional subordination agreements, consistent with the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure foregoing as any indebtedness or other obligationsholder of Superior Indebtedness may require.

Subordination. The Lender hereby agrees as follows: (a) the payment All claims of the Obligations is Holder to principal, interest and any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) are hereby expressly subordinated andin right of payment, subject as herein set forth, to the prior payment in full of all Superior Indebtedness (as defined below). In addition, the Junior Indebtedness is hereby expressly made pari passu in right of payment to the extent and any other unsecured indebtedness incurred, now or in the manner set forth future, by the Borrower in paragraph (b) belowfavor of a seller or seller-related party as all or part of the consideration given by the Borrower in an acquisition of stock or assets for its business, postponed and all other pari passu holders shall be similarly subordinated to the repayment in full of Superior Indebtedness. For the purpose hereof, “Superior Indebtedness” shall mean all other indebtedness of the Borrowers Borrower, whether outstanding on the date of execution of this Note or thereafter created, in favor of L▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or her assigns. No payment under Junior Indebtedness shall be made by the Borrower, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or any of them) and all liabilities and obligations of the Borrowers (or any of themotherwise) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, collect the “Senior Debt”Junior Indebtedness), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessif, at the time of such payment, all amounts exercise or immediately after giving effect thereto, (i) there shall exist any “Default” or “Event of Default” under any agreements governing any of the Superior Indebtedness or (ii) the maturity of any of the Superior Indebtedness has been accelerated and such acceleration has not been waived or such Superior Indebtedness has not been paid in full; provided, however, that (x) in the event that the holder of any Superior Indebtedness accelerates such Superior Indebtedness, then the Holder may accelerate the indebtedness evidenced by this Note, and (y) if the Borrower is permitted under the terms of the Superior Indebtedness to pay an amount due and owing under this Note and fails to make such payment, then so long as the terms of the Superior Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). Upon any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Borrower, whether voluntary or involuntary or in respect bankruptcy, insolvency, receivership or other proceedings, all Superior Indebtedness of the Senior Debt have been Borrower shall first be paid in full full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and no default exists in respect upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Senior Debt Borrower of any kind or character, whether in cash, property or securities, to which the Holder as holder of the Junior Indebtedness would be entitled except for the provisions hereof, shall be paid by the Borrower or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holder if received by Holder, directly to the holders of the Superior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Superior Indebtedness held by such holder), or their representatives, to the extent necessary to pay all such Superior Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Superior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness. If the holders of the Superior Indebtedness in good faith believe Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Superior Indebtedness may do so for Holder. In the event that any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, prohibited by the foregoing shall be received by the Holder before all the Superior Indebtedness is paid in full, or provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Superior Indebtedness or their representative or representatives, as their respective interests may appear, for application to the payment of all the Superior Indebtedness remaining unpaid to the extent necessary to pay all such Superior Indebtedness in full, in money, in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Superior Indebtedness. The provisions hereof are solely for the purpose of defining the relative rights of the holders of the Superior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Borrower and the Holder, the obligations of the Borrower under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 9, if and so long as all documents governing the Superior Indebtedness permit one of the actions restricted by this Section 9, the restriction shall be waived and the restricted action permitted hereunder. No right of any present or future holder of any Superior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Borrower or any document evidencingact or failure to act, securing in good faith, by any such holder of the Superior Indebtedness, or relating to any noncompliance by the Senior Debt; (c) Borrower with the Lender shall not accept any mortgageterms, pledgeprovisions and covenants hereof, hypothec or other charge, lien or encumbrance on any property, asset or undertaking regardless of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of knowledge thereof any holder of Senior Debtthe Superior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Superior Indebtedness may, at any time and from time to execute time, without the consent of or notice to the Holder, without incurring responsibility to the Holder and deliver to such holder a confirmation of without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Superior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Superior Indebtedness, or otherwise amend or supplement in any manner the Superior Indebtedness or any instrument evidencing the same or any agreement under which the Superior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Superior Indebtedness; (iii) release any person liable or contingently liable in any manner for herein the payment or collection of the Superior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Borrower or any other person. Each holder of any Superior Indebtedness, whether such Superior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note. Notwithstanding the form attached provisions of this Section 9, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holder(s) of the Superior Indebtedness or their representatives send written notice to Holder of same. Subject to the payment in full of all the Superior Indebtedness, Holder as Exhibit C, but without prejudice holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Superior Indebtedness to receive payments or distributions of assets of the Borrower applicable to the Superior Indebtedness until the Superior Indebtedness shall be paid in full. The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of Senior Debt that does not request or receive the Superior Indebtedness, and shall execute and deliver such a confirmation; and (f) additional subordination agreements, consistent with the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure foregoing as any indebtedness or other obligationsholder of Superior Indebtedness may require.

Subordination. The Lender hereby agrees as follows: (a) Pursuant to paragraph (a) of Clause 16.2 (Financial Indebtedness), the payment Lessee acknowledges to and undertakes with the Lessor that, so long as there is any Notional Rent Outstanding, all loans granted by any member of the Obligations Group (each, a "Subordinated Creditor") to the Lessee pursuant to any of the Subordinated Loan Agreements (in this Clause 21.21, each, a "Subordinated Debt"): (i) are and shall be subordinated in all respects to all amounts owing and which may in future become owing by the Lessee under the Operative Documents to which it is subordinated a party; (ii) are and shall remain unsecured by any Lien over the whole or any part of the assets of any Lessee Party; (iii) shall be assigned to the Lessor by way of a subordination deed to be made between the Lessee, the relevant Subordinated Creditor and the Lessor prior to the granting of the relevant Subordinated Debt to the Lessee and a copy of each relevant Subordinated Loan Agreement shall be delivered to the Lessor (each "Approved Subordinated Loan Agreement"); and, (iv) are not and shall not be capable of becoming subject to the any right of payment to set-off or counterclaim, each such Subordinated Debt which has complied with the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether above provisions is defined as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior "Approved Subordinated Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;". (b) Subject to paragraph (a) above, the Lender Lessee may not receive repay any payment in respect interest or principal of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior each Approved Subordinated Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating pursuant to the Senior Debt;Approved Subordinated Loan Agreement from moneys permitted to be withdrawn from the Distribution Account. (c) the Lender The Lessee Note shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking constitute a Subordinated Loan Agreement for the purpose of any Borrower in respect of the Obligations; this Clause 16.5 (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSubordination).

Subordination. The Lender Lenders hereby agrees agree as follows: (a) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender Lenders may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender Lenders shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender Lenders shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agreesLenders agree, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The Lender hereby agrees as follows: (a) The Corporation covenants and agrees, and the Holder likewise covenants and agrees, that no payment shall be made by the Corporation on account of principal of or interest on this Note, or otherwise, if there shall have occurred and be continuing, and the Corporation and the Holder shall have received notice from the holder or holders of, a default with respect to any Senior Indebtedness (i) permitting the acceleration thereof and such default is the subject of a judicial proceeding, or (ii) in an aggregate principal amount of not less than One Million Dollars ($1,000,000) entitling such holder or holders to compel the acceleration thereof (provided, however, that in the case of Senior Indebtedness issued pursuant to an indenture, such notice may be validly given only by the trustee under such indenture), unless and until such default or Event of Default shall have been cured or waived or shall have ceased to exist or such notice is withdrawn or found by a court of competent jurisdiction to be invalid. (b) Upon any payment by the Corporation or distribution of assets of the Corporation of any kind or character, whether in cash, property, or securities, to creditors of the Corporation upon any dissolution or winding up or liquidation or reorganization of the Corporation, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in money or money's worth, or payment thereof provided for, before any payment is made on account of the principal of or interest on this Note and upon such dissolution or winding up or liquidation or reorganization, any payment by the Corporation, or distribution of assets of the Corporation of any kind or character, whether in cash, property, or securities, to which the Holder would be entitled except for the provisions hereof, shall be paid by the Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making such payment or distribution directly to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holder. (c) The foregoing notwithstanding, in the event that any payment of or distribution of assets of the Corporation of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Holder before all Senior Indebtedness is paid in full in money or money's worth, or provision is made for such payment, then and in such event such payment or distribution shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the Obligations is subordinated andextent necessary to pay all Senior Indebtedness in full in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness (but subject to the right power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such court to give effect to the rights conferred herein upon the Senior Indebtedness and the holders thereof with respect to this Note or the Holder hereof by a lawful plan or reorganization or readjustment under applicable bankruptcy law). (d) The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the obligations of the Holder to the holders of Senior Indebtedness: (i) change the manner, place, or terms of payment or change or extend the time of payment of, or renew or alter Senior Indebtedness, or otherwise amend, in any manner, Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; provided, however, that the average weighted maturity of such Senior Indebtedness shall not be decreased without the consent of the Holder; (ii) sell, exchange, release, or otherwise deal with any property pledged, mortgaged, or otherwise securing Senior Indebtedness; (iii) release any person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Corporation and any other person. (e) Subject to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment payment in full of all amounts then due (whether by acceleration of the maturity thereof or otherwise) on account of the principal of, premium, if any, and interest on all Senior Indebtedness at the time outstanding, the Holder shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property, or securities of the Corporation applicable to the Senior Indebtedness until the principal of and interest on this Note shall be paid in full; and, for the purposes of such subrogation, no payments or distributions by the Corporation to the holders of Senior Indebtedness of any cash, property, or securities to which the Holder would be entitled except for the provisions hereof, and no payments over pursuant to the provisions hereof to the holders of Senior Indebtedness by the Holder, shall, as between the Corporation, its creditors other than holders of Senior Indebtedness, and the Holder, be deemed to be a payment by the Corporation to or on account of the Senior Indebtedness. (f) It is understood that the foregoing provisions of this Note are and are intended solely for the purpose of defining the relative rights of the Holder on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Note is intended to or shall impair, as among the Corporation, its creditors other than the holders of Senior Indebtedness, and the Holder, the obligation of the Corporation, which is absolute and unconditional, to pay to the Holder the principal of and interest on this Note as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holder and creditors of the Corporation other than the holders of Senior Indebtedness, nor shall anything herein prevent the Holder from exercising all remedies otherwise permitted by applicable law upon default under this Note or the Note Purchase Agreement. (g) Upon any payment or distribution of assets of the Corporation referred to herein, the Holder shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation, or reorganization proceedings are pending, or certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making such payment or distribution, delivered to the Holder, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Borrowers (Corporation, the amount thereof or any of them) payable thereon, the amount or amounts paid or distributed thereon, and all liabilities and obligations of other facts pertinent thereto. (h) The Corporation shall give prompt written notice to the Borrowers (or any of them) to any holder of such indebtedness Holder of any kind, now fact known to the Corporation that would prohibit the making of any payment of moneys to or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, by the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time Corporation in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsthis Note.

Subordination. The Tenant covenants and agrees that this Lease is subject and subordinate to any Security Instrument and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self operative and no further instrument of subordination need be required by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. In confirmation of such subordination, at Landlord’s request, Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request and Tenant hereby constitutes and appoints Landlord as Tenant’s attorney-in-fact to execute any such certificate or instrument for and on behalf of Tenant. Notwithstanding the foregoing, any Lender hereby agrees shall have the right to elect, by written notice given to Tenant, to have this Lease be superior to its Security Instrument. In the event of the enforcement by any holder of the Security Instrument (“Successor Landlord”) of the remedies provided for by law or by such Security Instrument, at Successor Landlord’s election, Tenant will attorn to and recognize as follows: its landlord, and become the tenant of, such Successor Landlord, without any change in the terms or other provisions of this Lease or without the execution of any further instrument by Tenant; provided, however, that such Successor Landlord or successor in interest shall not be bound by (a) the any payment of the Obligations is subordinated andBase Monthly Rent or Additional Rent for more than one (1) month in advance, subject to the right of payment to the extent and in the manner set forth in paragraph (b) belowany amendment or modification of this Lease, postponed to the repayment in full of all other indebtedness or any waiver of the Borrowers terms of this Lease, made without the written consent of such Successor Landlord, (c) any offset right that Tenant may have against any former Landlord relating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by a former Landlord that occurred before the date of attornment; (d) any obligation to pay Tenant any sum(s) that any former Landlord owed to Tenant unless such sums, if any, shall have actually been delivered to Successor Landlord by way of an assumption of escrow accounts or otherwise, (e) any obligation to pay Tenant any security deposited with a former Landlord, unless such security was actually delivered to such Successor Landlord; (f) any obligation to commence or complete any initial construction of improvements in the Premises or any expansion or rehabilitation of existing improvements thereon; or (g) any obligation arising from representations and warranties related to a former Landlord. Upon request by such Successor Landlord, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the attornment herein set forth, and Tenant hereby irrevocably appoints Landlord as Tenant’s agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. This Lease is further subject to and subordinate to all matters of record. If the Project is currently encumbered by a Security Instrument, Landlord shall request the beneficiary (or any of themits servicer) and all liabilities and obligations of the Borrowers existing Security Instrument that encumbers the Project as of the date hereof to issue its standard subordination, non-disturbance and attornment agreement (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior DebtSNDA”), pursuant to which such beneficiary agrees to recognize this Lease in the event of default under such Security Instrument or sale under such Security Instrument, so long as Tenant is not in default hereunder. Landlord’s sole obligation under this section is to request such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time SNDA and including all principal, interest, fees, expenses and other amounts owing from time to time in respect follow the process of such Senior Debt; (b) the Lender may lender for issuance of a SNDA. The failure of such lender to issue its SNDA shall not receive any payment in respect relieve Tenant of any Obligations unlessof its obligations under this Lease. Landlord will pay for the basic administrative fee, at the time of such paymentif any, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) lender and costs for such Lender’s attorney to prepare the Lender SNDA, but Tenant shall not accept be responsible for paying all additional costs incurred to negotiate any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein changes in the lender’s form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSNDA.

Subordination. The Lender hereby agrees Except as follows: (a) otherwise permitted in Section 4 ------------- below, the Borrower shall not pay, and the Creditor shall not accept, any payment with respect to, or on account of, the Subordinated Debt until the full and final payment of all of the Obligations is subordinated andSenior Debt. Without limiting the generality of the foregoing, subject in the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower or the proceeds thereof to the right creditors of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other Borrower or upon any indebtedness of the Borrowers (Borrower, by reason of the liquidation, dissolution or other winding up of the Borrower or the Borrower's business, or 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 Borrower for any relief under any bankruptcy or insolvency law or laws relating to the relief of them) debtors, readjustment of indebtedness, reorganization, compositions or extensions, then and all liabilities and obligations 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 any of the Borrowers (Subordinated Debt shall be paid or any of them) delivered directly to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Lender for application to the Senior Debt may be modified renewed, extended, increased (whether or modified in any way from time to time and including not the same is then due) until all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have has been fully paid and discharged. The Creditor acknowledges that the Borrower granted to the Lender a Lien in full and no default exists in respect substantially all of the Senior Debt or assets of the Borrower and that any document evidencingclaim of the Creditor to any of the assets of the Borrower shall be, securing or relating and is hereby made, subordinate and subject to the Senior Debt; (c) Lien of the Lender, whether the Lien of the Lender shall not accept any mortgage, pledge, hypothec is perfected or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsnot.

Subordination. The Lender hereby agrees as follows: Notwithstanding anything to the contrary contained in this Note, the Maker and the Payee agree that all indebtedness evidenced by this Note, including principal, interest and all other amounts payable hereunder (a) collectively, the payment “Subordinated Indebtedness”), shall be and remain junior and subordinate to any and all indebtedness, obligations and liabilities, including principal and interest, of the Obligations is subordinated and, subject Maker to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Senior Lenders now existing or hereafter existingarising, whether direct or indirect, secured or unsecured, absolute or contingent, joint or several or joint and several, and howsoever owned, held or acquired, whether through discount, purchase, direct loan or as principal or surety and whether under a credit agreement, promissory note, guarantee collateral or otherwise and all post-petition interest in a bankruptcy or similar proceeding whether or not allowed (collectively, the “Senior DebtSuperior Indebtedness”), all on the following terms and conditions: (a) So long as any Superior Indebtedness shall remain outstanding and unpaid or the Senior Lenders have any obligation to extend credit to the Maker, no payment either of principal or interest (notwithstanding the expressed maturity or any time for the payment of principal of or interest on any Subordinated Indebtedness) shall be made on the Subordinated Indebtedness prior to January 31, 2011, and thereafter, such Senior Debt may payments shall only be modified renewedpermitted with the Administrative Agent’s prior written consent. The Payee will take no steps, extendedwhether by suit or otherwise, increased to compel or modified enforce the collection of Subordinated Indebtedness, nor will the Payee use Subordinated Indebtedness by way of counterclaim, set-off, recoupment or otherwise so as to diminish, discharge or otherwise satisfy in whole or in part any way from time indebtedness or liability of the Payee to time the Maker, whether now existing or hereafter arising and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;howsoever evidenced. (b) In the Lender may not receive any payment in respect event of any Obligations unlessdistribution, at dividend, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the time assets of such paymentthe Maker or of the proceeds thereof to the creditors of the Maker or upon any indebtedness of the Maker, all amounts then due occurring by reason of the liquidation, dissolution, or other winding up of the Maker, or by reason of any execution sale, or bankruptcy, receivership, reorganization, arrangement, insolvency, liquidation or foreclosure proceeding of or for the Maker or involving its property, no dividend, distribution or application shall be made, and owing under the Payee shall not be entitled to receive or retain any dividend, distribution, or application on or in respect of the Senior Debt principal of or interest on Subordinated Indebtedness, unless and until all principal of and interest on Superior Indebtedness then outstanding shall have been paid and satisfied in full full, and no default exists in any such event any dividend, distribution or application otherwise payable in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt;Subordinated Indebtedness shall be paid and applied on Superior Indebtedness until such Superior Indebtedness has been fully paid and satisfied. (c) No Senior Lender need at any time give the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking Payee notice of any Borrower in respect kind of the Obligations;creation or existence of any Superior Indebtedness, nor of the amount or terms thereof, all such notice being hereby expressly waived. Also, the Senior Lenders may at any time from time to time, without the consent of or notice to the Payee, without incurring responsibility to the Payee, and without impairing or releasing the obligation of the Payee under this Note (i) renew, refund or extend the maturity of, or increase or decrease the amount of, any Superior Indebtedness, or any part thereof, or otherwise revise, amend or alter the terms and conditions thereof, (ii) sell, exchange, release or otherwise deal with any property by whomsoever at any time pledged, mortgaged or otherwise hypothecated or subjected to a lien to secure any Superior Indebtedness, and (iii) exercise or refrain from exercising any rights against the Maker and others, including the Payee. (d) The Payee will not sell, assign or otherwise transfer any Subordinated Indebtedness, or any part thereof, except subject to and in accordance with the Lender shall not initiate terms of this Note and upon the agreement of the transferee or prosecute any claim, action or other proceeding challenging assignee to abide by and be bound by the enforceability terms of any Senior Debt or object to any borrowing under any Senior Debt;this Note. (e) The Payee represents and warrants that the Lender agreesPayee has no lien on or security interest in any assets of the Maker and will not accept any such lien or security interest so long as any Superior Indebtedness shall remain outstanding and unpaid or the Senior Lenders have any obligations to extend credit to the Maker. Notwithstanding the foregoing, at the request Payee expressly subordinates all of the Payee’s rights in any collateral now or later securing the Subordinated Indebtedness (the “Collateral”) to all rights of Fifth Third Bank, as Administrative Agent for the Senior Lenders, and any and all of its successors and assigns (collectively, the “Administrative Agent”), now or later existing in any of the same Collateral to secure the Superior Indebtedness, and any and every lien or security interest with respect to the Collateral in favor of or held for the benefit of the Administrative Agent has and shall have priority over every lien and security interest that the Payee now has or may hereafter acquire with respect to the Collateral, all notwithstanding any statement or provision contained in the instruments evidencing the Subordinated Indebtedness, or agreements with respect thereto or otherwise to the contrary and irrespective of the time or order of filing or recording of financing statements, deeds of trust, mortgages or other notices of security interests, liens or assignments granted pursuant thereto, and irrespective of anything contained in any filing or agreement to which any part hereto or its respective successors and assigns may now or hereafter be a party, and irrespective of the ordinary rules for determining priorities under the Uniform Commercial Code of the State of Ohio or under any other law governing the relative priorities of secured creditors. The Payee consents to the creation and continuance of all present and future liens and security interests of the Administrative Agent in the Collateral to secure the Superior Indebtedness and to the enforcement of those liens and security interests, including the removal of the Collateral from the real property of the Maker. This subordination as to the Collateral is intended to define the rights and duties of the Administrative Agent and the Payee; it is not intended that any third party shall benefit from it. If the effect of any holder provision of Senior Debtthis Note would be to give any third party a priority status to which that party would not otherwise be entitled, that provision shall, to execute the extent necessary to avoid that priority, be given no effect and deliver to such holder a confirmation the rights and priorities of the subordination provided for herein Administrative Agent and the Payee shall be determined in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; andaccordance with applicable law. (f) If notwithstanding the Borrowers are provisions of this Section 7, the Payee shall receive any payment of principal or interest on Subordinated Indebtedness which the Maker is not restricted from incurring indebtedness entitled to make pursuant to the terms hereof, whether or charging their property not the Payee has knowledge that the Maker is not entitled to make such payment, the Payee shall promptly account for such payment and undertaking upon the Administrative Agent’s demand pay over such payment to secure the Administrative Agent for application to the Superior Indebtedness owing to the Senior Lenders. No payment or any indebtedness distribution received by the Administrative Agent in respect of Subordinated Indebtedness pursuant to any of the terms hereof shall entitle the Payee to any right, whether by virtue of subrogation or other otherwise, in and to any Superior Indebtedness unless and until all Superior Indebtedness owing to the Senior Lenders has been fully paid and satisfied and the Senior Lenders obligations, if any, to extend credit to the Maker have expired or otherwise been terminated.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations principal of, premium (if any), interest on or any other amounts due on the Securities is subordinated and, subject and junior in right of payment to all existing and future Senior Indebtedness (as defined below) of the Company and senior and prior in right of payment to the extent Common Securities Guarantee, the Cash Offer Common Securities Guarantee, the Existing Debentures, the Existing Common Securities Guarantee and the Existing Preferred Securities Guarantee, as described in the manner set forth Indenture. Each Holder, by accepting a Security, agrees to such subordination and authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee as its attorney-in-fact for such purpose. In addition, no payment of principal (including redemption payments) of, premium, if any, or interest (including any Additional Interest or Compounded Interest) on the Securities may be made if there shall have occurred and be continuing (i) a default in paragraph (b) belowthe payment when due of principal of, postponed to the repayment in full of all other indebtedness premium, if any, sinking funds, if any, or interest, if any, on any Senior Indebtedness of the Borrowers Company and any applicable grace period with respect to such default shall have ended without such default having been cured or waived or ceasing to exist or (or ii) an event of default with respect to any of them) and all liabilities and obligations Senior Indebtedness of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, Company resulting in the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect acceleration of the Senior Debt have maturity thereof without such acceleration having been paid in full and no default exists in respect of the Senior Debt rescinded or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsannulled.

Subordination. The (a) All Loans incurred pursuant to this Agreement are subject to, and each Lender hereby consents and agrees to, the subordination and remedy provisions set forth in Section 13.1 of the Indenture. Article XIII of the Indenture shall be binding upon each Lender as though such sections (and the corresponding defined terms) had been set forth herein in their entirety. (b) Each Lender hereby acknowledges and agrees that all of its Loans are subject to the terms and conditions of this Agreement and the Indenture and shall be paid solely to the extent of available funds in accordance with the Priority of Payments. Each Lender hereby agrees as follows: and acknowledges that its right to payment shall be subordinate and junior to any payments owed under Section 11.1(a)(i)(A) and (aB), any applicable payments owed under Section 11.1(a)(ii)(A) the payment of the Obligations is subordinated and, subject senior to payments with respect to the right of payment to the extent Loans and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of thempayments owed under Section 11.1(a)(iii)(A) and all liabilities and obligations of the Borrowers (or any of themB) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior DebtItems”)) of the Indenture, as such Senior Debt may be modified renewedapplicable. In the event that, extendednotwithstanding the provisions of this Agreement and the Indenture, increased any Lender shall have received any payment or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time distribution in respect of its Loans contrary to the provisions of the Indenture or this Agreement, then, unless and until each Senior Item shall have been paid in full in Cash or, to the extent each recipient of such Senior Debt; (b) Item consents, such payment or distribution shall be received and held in trust for the Lender may not receive any payment in respect of any Obligations unlessbenefit of, at and shall forthwith be paid over and delivered to, the time of such paymentCollateral Trustee, all amounts then due which shall pay and owing under or deliver the same in respect of the Senior Debt have been paid Items in full accordance with the Indenture; provided, however, that if any such payment or distribution is made other than in Cash, it shall be held by the Collateral Trustee as part of the Assets and no default exists subject in all respects to the provisions of the Indenture. Each Lender agrees with all recipients of Senior Items that such Lender shall not demand, accept, or receive any payment or distribution in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower its Loans in respect violation of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation provisions of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsIndenture.

Subordination. The Lender hereby agrees as follows: (a) the payment All claims of the Obligations Holder to principal, interest and any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) is hereby expressly subordinated andin right of payment, subject as herein set forth, to the right of prior payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of Senior Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Borrowers Company, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or any of them) and all liabilities and obligations of the Borrowers (or any of themotherwise) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, collect the “Senior Debt”Junior Indebtedness), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessif, at the time of such payment, all amounts exercise or immediately after giving effect thereto, (i) there shall exist any material “Default” or “Event of Default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any of the Senior Indebtedness has been accelerated and such acceleration has not been waived or such Senior Indebtedness has not been paid in full; provided, however, that (x) in the event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Holder may accelerate the indebtedness evidenced by this Note, and (y) if the Company is permitted under the terms of the Senior Indebtedness to pay an amount due and owing under or in respect this Note and fails to make such payment, then so long as the terms of the Senior Debt have been Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). (b) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness of the Company shall first be paid in full full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and no default exists upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Company of any kind or character, whether in respect cash, property or securities, to which the Holder as holder of the Junior Indebtedness would be entitled except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holder if received by Holder, directly to the holder of the Senior Debt Indebtedness, or any document evidencingits representatives, securing or relating to the extent necessary to pay all such Senior Debt;Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness. (c) If the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect holders of the Obligations;Senior Indebtedness in good faith believe Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Senior Indebtedness may do so for Holder. (d) In the Lender shall not initiate event that any payment or prosecute any claim, action or other proceeding challenging distribution of assets of the enforceability Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing where the holder has actual knowledge of a Senior Debt Indebtedness payment default shall be received by the Holder before all the Senior Indebtedness is paid in full, or object provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Senior Indebtedness or their representative or representatives, as their respective interests may appear, for application to the payment of all the Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full, in money, in accordance with its terms, after giving effect to any borrowing under any concurrent payment or distribution to or for the holders of such Senior Debt;Indebtedness. (e) The provisions hereof are solely for the Lender agreespurpose of defining the relative rights of the holders of the Senior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Company and the Holder, the obligations of the Company under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 6, if and so long as all documents governing the Senior Indebtedness permit one of the actions restricted by this Section 6, the restriction shall be waived and the restricted action permitted hereunder. (f) No right of any present or future holder of any Senior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any act or failure to act, in good faith, by any such holder of the Senior Indebtedness, or any noncompliance by the Company with the terms, provisions and covenants hereof, regardless of any knowledge thereof any holder of the Senior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Senior Indebtedness may, at any time and from time to time, without the request consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Senior Indebtedness, or otherwise amend or supplement in any manner the Senior Indebtedness or any instrument evidencing the same or any agreement under which the Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Indebtedness; (iii) release any person liable or contingently liable in any manner for the payment or collection of the Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company or any other person. (g) Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note. (h) Notwithstanding the provisions of this Section 6, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holder(s) of the Senior Indebtedness or their representatives send written notice to Holder of same. (i) Subject to the payment in full of all the Senior Indebtedness, Holder as holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Senior Indebtedness shall be paid in full. (j) The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of the Senior Indebtedness, and shall execute and deliver such additional subordination agreements, consistent with the foregoing as any holder of Senior DebtIndebtedness may require. (k) For purposes hereof, “Senior Indebtedness” means, with respect to the Company, all indebtedness of the Company, whether outstanding on the date of the execution of this Note or thereafter created, to execute Burnley Capital and deliver to such holder a confirmation SBCC or one or more of the subordination provided for herein their respective affiliates; provided, however, that any term loan included in the form attached as Exhibit C, but without prejudice definition of Senior Indebtedness shall not exceed $1,500,000 and the $1,500,000 cap on any such term loan shall be decreased by any amounts repaid to the rights of any holder of Senior Debt that does not request or receive term loan lender under the Company’s term loan with such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationslender.

Subordination. The Lender hereby In consideration of the Lenders agreeing to make the Facility available to the Borrower upon the terms and conditions of the Facility Agreement and as a continuing security for the due and punctual performance and discharge of the Secured Obligations, each of the Subordinated Lenders agrees that throughout the continuance of this Deed and so long as follows:the Secured Obligations or any part thereof remains owing:- (a) the Subordinated Indebtedness owing to it:- (i) is, and shall remain, subordinated and the payment thereof deferred to all and any rights, claims and actions which the Security Trustee or any Finance Party may now or hereafter have against the Borrower in respect of the Secured Obligations; (ii) shall not be repaid or repayable, in whole or in part, except with the prior written consent of the Security Trustee or in the event of the winding-up, liquidation or dissolution of the Borrower (or any proceedings analogous thereto); (iii) shall not, except with the prior written consent of the Security Trustee, be subject to payment of interest (although interest may accrue thereon); (iv) is and shall remain unsecured by any Security Interest over the Obligations whole or any part of the assets of the Borrower; (v) is subordinated andnot, and shall not become capable of being, subject to the any right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (set-off or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debtcounterclaim; (b) none of the Lender may not Subordinated Lenders shall claim, request, demand, ▇▇▇ for, take or receive (whether by set-off or in any payment in respect of other manner and whether from the Borrower or any Obligations unless, at the time of such payment, all amounts then due and owing under other person) any money or other property in respect of the Senior Debt have been paid in full and no default exists Subordinated Indebtedness or any part thereof except with the prior written consent of the Security Trustee; [Group Subordination Deed] (c) if any monies (including the proceeds of any set-off or counterclaim) or other property are received in respect of the Senior Debt Subordinated Indebtedness by or on behalf of any document evidencingSubordinated Lender, securing it shall forthwith pay or relating transfer the same to the Senior Debt; (c) Security Trustee and the Lender Security Trustee shall not accept any mortgage, pledge, hypothec apply the same in or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect towards satisfaction of the Secured Obligations;; and (d) if any Security Interest is created as security for the Lender Subordinated Indebtedness then, immediately on the creation thereof, the benefit of such Security Interest shall not initiate be assigned or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation transferred in favour of the subordination provided Security Trustee as security for herein in the form attached as Exhibit C, but without prejudice to Secured Obligations and any instrument or agreement evidencing such Security Interest shall be deposited with the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsSecurity Trustee.

Subordination. The Lender indebtedness evidenced by this Note is hereby agrees as follows: (a) the payment of the Obligations is subordinated andexpressly subordinated, subject to the right of payment to the extent and in the manner hereinafter set forth forth, in paragraph (b) below, postponed right of payment to the repayment prior payment in full of all of Company’s Senior Indebtedness. Upon any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangement which creditors (whether or not pursuant to bankruptcy or other indebtedness insolvency laws), sale of all or substantially all of the Borrowers (assets, dissolution, liquidation, or any of them) and all liabilities and obligations other marshaling of the Borrowers assets and liabilities of the Company or in the event this Note shall be declared due and payable, (or any of themi) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or severalno amount shall be paid by the Company, whether as principal in cash or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or property in respect of the principal of or interest on this Note at the time outstanding, unless and until the full amount of any Senior Debt Indebtedness then outstanding shall be paid in full, and (ii) no claim or proof of claim shall be filed with the Company by or on behalf of the holder of this Note which shall assert any right to receive any payments in respect of the principal of and interest on this Note except subject to the payment in full all of the Senior Indebtedness then outstanding. If an event of default has occurred with respect to any Senior Indebtedness, permitting the holder thereof to accelerate the maturity thereof, then unless and until such event of default shall have been cured or waived or shall have ceased to exist, or all Senior Indebtedness shall have been paid in full and full, no default exists payment shall be made in respect of the Senior Debt principal of or any document evidencinginterest on this Note. Nothing contained in this the preceding paragraphs shall impair, securing or relating as between the Company and the Investor, the obligation of the Company, which is absolute and unconditional, to pay to the Investor hereof the principal hereof and interest hereon as and when the same shall become due and payable, or shall prevent the Investor, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law, all subject to the rights, if any, of the holders of Senior Debt; (c) Indebtedness under the Lender shall not accept any mortgage, pledge, hypothec preceding paragraphs to receive cash or other charge, lien properties otherwise payable or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice deliverable to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking Investor pursuant to secure any indebtedness or other obligationsthis Note.

Subordination. The Lender (a) Each of the Secured Creditors hereby acknowledges that it has received a copy of the Guarantor Agreement and the Cash Management Agreement and hereby agrees as followsto be bound by the terms of the Priorities of Payment set out in the Guarantor Agreement and this Agreement and any other payments to be made in accordance with the Cash Management Agreement and this Agreement. Without prejudice to Section 17.1 (No Enforcement by Secured Creditors), each of the Secured Creditors further agrees with each other party to this Agreement that, notwithstanding any other provision contained herein or in any other Transaction Document: (ai) the it will not demand or receive payment of the Obligations is subordinated andof, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time distribution in respect of or on account of, any amounts secured by this Agreement and payable by the Guarantor (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to that Secured Creditor under the Transaction Documents, in cash or in kind, and will not apply any funds or assets in discharge of any such Senior Debtamounts payable to it (whether by set off or by any other method), unless all amounts payable by the Guarantor to all other Secured Creditors ranking higher in the relevant Priorities of Payments have been paid in full; (ii) without prejudice to the foregoing, whether in the liquidation of the Guarantor or any other party to the Transaction Documents or otherwise, if any payment or distribution (or the proceeds of any enforcement of any security) is received by a Secured Creditor in respect of any amount payable by the Guarantor (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to that Secured Creditor under the relevant Transaction Document at a time when, and the Secured Creditor has knowledge that, by virtue of the provisions of the relevant Transaction Document, the Guarantor Agreement and this Agreement, no payment or distribution should have been made, the amount so received will be held by the Secured Creditor upon trust for the entity from which such payment was received and will be paid over to such entity forthwith upon receipt (whereupon the relevant payment or distribution will be deemed not to have been made or received); and (iii) without prejudice to Section 17.1 (No Enforcement by Secured Creditors), it will not claim, rank, prove or vote as creditor of the Guarantor or its estate in a manner which conflicts or is inconsistent or in competition with any prior ranking Secured Creditors in the relevant Priority of Payments (it being acknowledged and agreed that the Priority of Payments constitutes a binding and enforceable ranking of priority between such Secured Creditors), the Bond Trustee or the Bond Trustee, as applicable, or claim a right of set-off until all amounts payable to Secured Creditors who rank higher in the relevant Priority of Payments have been paid in full. (b) Neither the Lender may not receive Guarantor nor the Bond Trustee will pay or repay, or make any payment distribution in respect of of, any Obligations unless, at amount owing to a Secured Creditor under the time of such payment, relevant Transaction Documents (in cash or in kind) unless and until all amounts then due and owing under payable by the Guarantor or the Bond Trustee to all other Secured Creditors ranking higher in respect the relevant Priority of the Senior Debt Payments have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt;full. (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect Each of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but Secured Creditors acknowledges that this Article is without prejudice to the rights provisions set out in Section 7.4 (Payments under Covered Bond Guarantee Discharge Obligations of any holder Guarantor under this Agreement) of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsIntercompany Loan Agreement.

Subordination. The Lender Holder hereby acknowledges and agrees as follows: that the indebtedness evidenced by this Note, including the principal hereof and interest thereon, shall, on any dissolution, winding up, liquidation, readjustment, reorganization, bankruptcy, insolvency, receivership or other similar proceedings relating to the Partnership, or any of its property (a) the payment whether voluntary or involuntary, partial or complete), or any other marshalling of the Obligations is subordinated andassets and liabilities of the Partnership, be subordinate and subject to the in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment prior payment in full of all other Senior Indebtedness. For purposes of this Note, "Senior Indebtedness" means all obligations, liabilities and indebtedness of the Borrowers Partnership (or any including, without limitation, the Obligations, as defined in each of themthe Credit Facilities), except for (i) the indebtedness evidenced by this Note, including the principal hereof and all interest thereon, and (ii) such obligations, liabilities and obligations indebtedness which by the terms thereof are expressed to be payable pari passu with, or subordinate and subject in right of payment to, the indebtedness evidenced by this Note. In addition to the foregoing (and not in limitation thereof), the Holder hereby further acknowledges and agrees that no payment of the Borrowers principal sum hereof, interest thereon or other indebtedness evidenced by this Note shall be made by the Partnership when and for so long as (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (bi) the Lender may not receive any Partnership is in default in the payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt Indebtedness when due and payable, (ii) any applicable grace period with respect to a payment default on Senior Indebtedness has ended and such default has not been cured or object waived or ceased to any borrowing under exist, or (iii) the maturity of any Senior Debt; (e) the Lender agrees, at the request Indebtedness has been accelerated because of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsdefault.

Subordination. The Lender hereby agrees as follows: (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CERTIFICATE OF DESIGNATION, THE SECURITIES PURCHASE AGREEMENT OR ANY OTHER AGREEMENT, DOCUMENT, CERTIFICATE, OR INSTRUMENT GIVEN IN CONNECTION WITH, RELATED TO OR AFFECTING THE PREFERRED SHARES, the Company’s obligation to make, and the Holders right to receive, any dividend or distribution (whether in cash, securities or other property) or any direct or indirect payment of any kind or character (whether in cash, securities or other property) in consideration for or otherwise in connection the Obligations is Preferred Shares, including, without limitation, any amortization, retirement, purchase, redemption or other acquisition of any Preferred Share, or any options, warrants or rights to purchase or acquire any Preferred Shares or Common Stock of the Company (collectively, the “Restricted Payments”) are strictly junior and fully subordinated and, subject to the right of payment held by the holders of the Senior Debt (the “Senior Debt Holders”). If a default (however defined) under any document, instrument, or other agreement in any way related to the extent Senior Debt, whether such document, instrument, or other agreement exists on the Initial Issuance Date or is entered into after the Initial Issuance Date, exists at the time a Restricted Payment is to be made or would exist as a result of such Restricted Payment being made, (i) the Company shall not make, and no Holder is entitled to receive, any Restricted Payment unless and until the “Payment in Full of the Senior Debt” (as defined below); and (ii) no Holder shall be entitled to ask, demand, ▇▇▇ for, take or receive from the Company or any of its Subsidiaries, directly or indirectly, in cash or other property, or by set-off or in any other manner set forth (including without limitation from or by way of collateral) payment of any Restricted Payment unless and until the Payment in paragraph Full of the Senior Debt. (b) below, postponed The subordination of the rights of the Holders to the repayment Senior Debt Holders shall be effective both before and after the commencement of any Insolvency Proceeding (as defined below). All references in full of all other indebtedness of this clause 22 to the Borrowers (Company or any of themits Subsidiaries shall include such entity as a debtor-in-possession and any receiver or trustee for such entity in any Insolvency Proceeding. (c) As between the Holders and all liabilities the Senior Debt Holders and obligations without releasing or affecting any of its senior rights as to the Borrowers (Holders, any Senior Debt Holder may, one or more times, in its sole discretion, without notice to or the consent of any Holder, take any action with respect to the Company, any of its Subsidiaries or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), including, without limitation, one or more of the following actions: (i) extend credit to the Company or any of its Subsidiaries in such amounts as such Senior Debt Holder may be modified reneweddetermine or withhold credit from the Company or any of its Subsidiaries; (ii) release, extended, increased renew or modified in modify the obligations of the Company or any way from time to time and including all principal, interest, fees, expenses and of its Subsidiaries or any other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive person or entity obligated on any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt; (c) release, exchange, modify, or surrender in whole or in part such Senior Debt have been paid in full and no default exists in Holder’s rights with respect to any security for any of the Senior Debt Debt; (d) modify or alter the term, interest rate or due date of any document evidencing, securing or relating to payment of any of the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; ; (e) grant any postponements, compromises, indulgences, waivers, surrenders or discharges or modify the Lender agreesterms of its agreements with the Company or any of its Subsidiaries; (f) change its manner of doing business with the Company or any of its Subsidiaries or any other person or entity; (g) obtain additional security for the Senior Debt; or (h) impute payments or proceeds of any security furnished for any of the Senior Debt, at in whole or in part, to any of the request Senior Debt, or retain the payments or proceeds as security for the Senior Debt without applying same toward payment of the Senior Debt. Each Holder waives and releases all claims and defenses arising from any such actions by any holder of Senior Debt, including, without limitation, claims and defenses relating to execute and deliver the inability to such holder a confirmation collect any Restricted Payment. No Senior Debt Holder will be liable for any action or failure to act under or in connection with any of the subordination provided for herein in documents or instruments evidencing or securing the form attached as Exhibit CSenior Debt, but without prejudice it being understood that the decision of whether and when to act and the rights manner of any holder proceeding under such instruments and documents are within the sole discretion of such Senior Debt that does Holders, and shall not request or receive such a confirmation; andbe affected in any manner by the existence of the Company’s obligations hereunder. (fd) For purposes hereof, “Payment in Full of the Senior Debt” means the satisfaction of all of the following: (i) the Borrowers are not restricted from incurring indebtedness or charging their property passage of 90 days after the indefeasible and undertaking to secure any indebtedness or other obligations.final payment in full in cash of the Senior Debt, (ii) the termination of all hedging transactions with

Subordination. The Lender hereby agrees as follows: This Agreement, and any and all rights of Manager hereunder, are and shall be subject and subordinate to any financing (awhether senior financing, mezzanine level financing, or preferred equity) respecting the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers Project (or any portion thereof), including financings with affiliates of themManager (but excluding financings with affiliates of Owner) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”"Property Financings"), as and any ground or master lease with respect to the Project or any portion thereof, including any such Senior Debt leases with affiliates of Manager (but excluding any such leases with affiliates of Owner) (collectively, "Leases"), and all renewals, extensions, modifications, consolidations and replacements thereof, and to each and every advance made or hereafter to be made under any such Property Financings or Leases. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Manager shall promptly execute, acknowledge and deliver any instrument that Owner, the landlord under any of the Leases or the holder of any such Property Financings or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may be modified renewed, extended, increased or modified in reasonably request to evidence such subordination. At any way time and from time to time time, upon not less than ten (10) business days prior notice from Manager or Owner, Manager shall furnish to Owner, or a designee thereof, an estoppel certifying that this Agreement is unmodified and including all principalin full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), interestthe date to which Manager has been paid hereunder, fees, expenses and other amounts owing from time that to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect knowledge of the Senior Debt have been paid in full and certifying party, no default exists or an event of default has occurred and is continuing or, if a default or an event of default shall exist, specifying in respect reasonable detail the nature thereof and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any subordination or estoppel furnished pursuant to this Section 12.12 may be relied upon by Owner, and its affiliates, lenders, and any prospective landlord or lender of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender applicable Project. Manager shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object unreasonably withhold its consent to any borrowing under any Senior Debt; (e) the Lender agreesamendment to this Agreement reasonably required by such lender or lessor, at the request of any holder of Senior Debt, to execute and deliver to provided that such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that amendment does not request (i) increase Manager's financial obligations hereunder, or receive such (ii) have a confirmation; and material adverse effect upon Manager's rights hereunder, or (fiii) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsmaterially increase Manager's non-economic obligations hereunder.

Subordination. The Lender hereby agrees as follows: (a) All indebtedness owed by the payment of the Obligations is subordinated and, subject Borrower and its Subsidiaries to the Lender and its Affiliates, including the Lender’s right to receive payments of payment principal and interest under this Loan, shall be unsecured and is expressly subordinated to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness Section 3.2 of the Borrowers (Loan Agreement, in right of payment, to all principal of, interest on, and other payments due under all Senior Indebtedness. The term “Senior Indebtedness” shall mean any existing or future indebtedness owed by the Borrower to Laurus Master Fund, Ltd. or any of them) its Affiliates (and all liabilities their successors and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”assigns), as such Senior Debt the same may be amended, supplemented or otherwise modified renewed, extended, increased or modified in any way from time to time time. The provisions of this Section 3 are for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and including all principalthe Lender’s rights under this Agreement on the other hand, interestagainst the Borrower and its property, feesand nothing herein shall impair, expenses as between the Borrower and other amounts owing from time the Lender, the obligation of the Borrower under this Agreement, which is unconditional and absolute, to time in respect of such Senior Debt; (b) pay to the Lender may not receive any payment thereof the principal thereof and interest thereon in respect of any Obligations unlessaccordance with their terms and the provisions hereof; nor shall anything herein prevent the Lender from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating subject to the rights, if any, under this paragraph of holders of Senior Debt; (c) the Lender shall not accept any mortgageIndebtedness to receive cash, pledge, hypothec or other charge, lien or encumbrance on any property, asset stock or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate obligations from amounts payable or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice deliverable to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsLender.

Subordination. The Lender hereby agrees as follows: (a) the Employee hereby agrees that its rights to receive payment of the Obligations is subordinated andDeferred Compensation are expressly subordinate and junior, subject to the right of payment to the extent and in the manner set forth provided in paragraph this Article IV, to the full and complete payment of the Senior Indebtedness. (b) belowSo long as no default exists under any Senior Indebtedness, postponed and notwithstanding the immediate and complete subordination of the Deferred Compensation to the repayment Senior Indebtedness, payment by the Company to Employee of the regularly scheduled payments of the Deferred Compensation pursuant to the terms of this Agreement shall be permitted. Notwithstanding the foregoing, in the event that Employee has elected to have the Interest Credit for a quarter paid to him in cash and the provisions of this Article IV prohibit the payment of such Interest Credit in cash such Interest Credit shall be credited to the Account (without further action by the Company or Employee). (c) If any payment of the Deferred Compensation is prohibited at any given time by this Article IV, Employee shall not demand, collect, or receive any payments with respect to the Deferred Compensation. Employee further agrees that if any payment of the Deferred Compensation not permitted by the terms of this Agreement is received by or on behalf of Employee, Employee shall forthwith pay the same to the holders of Senior Indebtedness as their interests may appear. The Company shall not make any payments of the Deferred Compensation so long as a default under any Senior Indebtedness exists. The Company shall deliver to Employee written notice of a payment default under any Senior Indebtedness promptly following such default. Holders of Senior Indebtedness may, but shall not be obligated to, send notice of any such default to Employee. (d) Upon any distribution of the assets of the Company or upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company, or otherwise: (i) holders of Senior Indebtedness shall first be entitled to receive indefeasible payment in full in cash of such Senior Indebtedness (whenever arising) before Employee shall be entitled to receive any payment on account of the Deferred Compensation; and (ii) any payment by, or on behalf of, or distribution of the assets of, the Company of any kind or character, whether in cash, property or securities, to which Employee would be entitled except for the provisions of this Article IV shall be paid or delivered by the person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to holders of Senior Indebtedness as their interests may appear, until the indefeasible payment in full of all other indebtedness Senior Indebtedness. (e) Employee agrees that until the payment in full of the Borrowers Senior Indebtedness, it will not attempt to sell, assign, or otherwise transfer or further encumber all or some of its right to receive the Deferred Compensation herein. (f) The Company will not give, or permit to be given, and Employee will not receive, accept or demand, (i) any security of any nature whatsoever for the Deferred Compensation, on any property or assets, whether now existing or hereafter acquired, of the Company or any subsidiary thereof or (ii) any guarantee, of them) and all liabilities and obligations any nature whatsoever, by the Company or any subsidiary thereof, of the Borrowers Deferred Compensation. (g) Employee agrees that it will not exercise any remedies or take any action or proceeding to enforce the payment of any Deferred Compensation if the payment of the Deferred Compensation is then prohibited by this Article IV, and Employee further agrees not to file, or to join with any other creditors of the Company in filing, any petition commencing any bankruptcy, dissolution, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under creditors against or in respect of the Company or any other marshaling of the assets and liabilities of the Company. Employee further agrees, to the fullest extent permitted under applicable law, that it will not cause the Company to file any petition commencing any bankruptcy, dissolution, insolvency, reorganization, arrangement or receivership proceeding or make any assignment for the benefit of creditors until all Senior Debt have Indebtedness has been indefeasibly paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationscash.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise otherwise, except for (i) all liabilities and obligations of any Borrower in respect of any equity (including any preferred equity) that has been issued by any Borrower or any other Person and guaranteed by such Borrower, and (ii) all indebtedness, liabilities and obligations of any Borrower that, pursuant to the terms of the instrument creating or evidencing such indebtedness, liabilities or obligations, are stated to be subordinated indebtedness, liabilities or obligations of such Borrower or to rank pari passu with or subordinate in right of payment to the Obligations, (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit CB, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.

Subordination. The (a) Guarantor hereby agrees that all obligations and all Indebtedness of Borrower to Guarantor, and any and all present and future Indebtedness regardless of its nature or manner of origination now or hereafter to become due and owing by Borrower to Guarantor (collectively, the "Subordinated Indebtedness"), are hereby unconditionally and forever subordinated and postponed and shall be inferior, in all respects, to the Liabilities; provided, that so long as no Default or Event of Default under the Loan Agreement has occurred and is continuing or would result therefrom, Guarantor may receive Permitted Payments. (b) In no circumstance shall any Subordinated Indebtedness be entitled to any collateral security; provided, that in the event any such collateral security exists, Borrower hereby agrees that any now existing or hereafter arising Lien upon or security interest in any of the assets of Borrower in favor of Guarantor, whether created by contract, assignment, subrogation, reimbursement, indemnity, operation of law, principles of equity or otherwise, shall be junior and inferior to, and is hereby subordinated in priority to any now existing or hereafter arising Lien or security interest in favor of Lender hereby in and against the Collateral, regardless of the time, manner or order of creation, attachment or perfection of the respective Liens or security interests. Guarantor represents and warrants to Lender that as of the date hereof, none of the Subordinated Indebtedness to which Guarantor is a party is secured by any assets or interests of Borrower or any other entity, and that Guarantor will not take any security interest or lien to secure any of the Subordinated Indebtedness without the prior written consent of Lender. (c) Without limiting the generality of Section 2.8(a), if (i) any Default or Event of Default under the Loan Agreement or Security Agreement shall exist and be continuing, whether or not any notice of any such Default or Event of Default shall have been given or Lender shall have asserted any remedy in connection therewith, (ii) the Loan Agreement shall have expired but the obligations of Borrower to Lender shall not have been paid and satisfied in full, (iii) any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, assignment for the benefit of creditors, or other similar proceeding relative to Borrower is commenced by or against Borrower, or (iv) any proceeding for the voluntary liquidation, dissolution or other winding up of Borrower is commenced by or against Borrower, and whether or not involving insolvency or bankruptcy proceedings, then and in any such event Guarantor agrees as follows: (a1) the all Liabilities shall first be paid in full, and finally and indefeasibly be received by Lender, before any payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness distribution of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or severalcharacter, whether as principal in cash, securities or surety and whether under a credit agreementother property, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may shall be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or made in respect of the Senior Debt Subordinated Indebtedness; and (2) any payment or distribution of any character, whether in cash, securities or other property, which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Lender until all Liabilities shall have been paid in full to and indefeasibly received by Lender, and Guarantor, or any other holder of the Subordinated Indebtedness, irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators, and others having authority in the premises to effect all such payment and deliveries. (d) If, notwithstanding the provisions of this Agreement, any payment or distribution of any character, whether in cash, securities, or other property, or any security shall be received by Guarantor in contravention of the terms of this Agreement, and before all Liabilities shall have been paid in full, such payment, distribution or security shall not be commingled with any asset of Guarantor, shall be held in trust for the benefit of, and shall be immediately paid over or delivered or transferred to Lender, or its representative, for application to the payment of all Liabilities remaining unpaid, until all of the Liabilities shall have been paid in full. (e) Guarantor shall not assert, collect, accept payment on or enforce any of the Subordinated Indebtedness, or take collateral or other security to secure payment of the Subordinated Indebtedness unless and until the Liabilities are paid in full; provided, that so long as no Default or Event of Default under the Loan Agreement has occurred and is continuing or would result therefrom, Guarantor may receive Permitted Payments. Guarantor shall not demand payment of, accelerate the maturity of, or declare a default exists or event of default under the Subordinated Indebtedness unless and until the Liabilities are paid in full. Guarantor shall not cause or permit Borrower to make or give, and Guarantor shall not receive or accept, payment in any form (direct or indirect, including by transfer to an Affiliate or Subsidiary of Borrower or Guarantor) on account of the Subordinated Indebtedness, make any transfers in respect of the Senior Debt Subordinated Indebtedness without the express prior written consent of Lender (which consent may be withheld for any reason in Lender's sole discretion), or give or receive any collateral security for the Subordinated Indebtedness; provided, that so long as no Default or Event of Default under the Loan Agreement has occurred and is continuing or would result therefrom, Guarantor may receive Permitted Payments. Any payment, transfer, or collateral security so made or given by Borrower and received or accepted by Guarantor, without the express prior written consent of Lender, shall be held in trust by Guarantor for Lender, for the account of Lender, and Guarantor shall immediately turn over, in kind, any such payment to Lender for application in reduction of, or (in the case of property other than cash) as security for, the Guaranty Obligations. (f) Guarantor, or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect holder of the Obligations; (d) the Lender shall not initiate or prosecute any claimSubordinated Indebtedness, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agreesshall, at the after a written request of any holder of Senior Debtby Lender, to execute and deliver to Lender or its representatives all such holder a confirmation further instruments confirming the authorization referred to in this Agreement, any powers of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to attorney specifically confirming the rights of Lender arising hereunder, and all proofs of claim, assignments of claim, and any holder other instruments, and shall take all such other actions as may be reasonably requested by Lender in order to enable Lender to enforce all claims upon or in respect of Senior Debt that does not request such Subordinated Indebtedness, including authorizing Lender or receive such a confirmation; and (f) any of its agents, nominees or designees to file and prove and vote claims in Lender's name or in the Borrowers are not restricted from incurring indebtedness name of Guarantor, in connection with any receivership, bankruptcy or charging their property and undertaking to secure any indebtedness proceedings, under the Bankruptcy Code or other obligationsotherwise.

Subordination. The Lender hereby agrees as follows: (a) Each Borrower hereby covenants and agrees that, as provided herein, all indebtedness, intercompany charges and other sums owing and claims of any nature whatsoever owed (other than payments or remittances of employee withholding, wages, pension payments, tax payments, trust funds and similar items) to such Borrower by any other Borrower, Guarantor or any of their respective Subsidiaries (“Intercompany Obligations”), the payment of the Obligations is subordinated and, principal of and interest thereon and any lien or security interest therefor are hereby expressly made subordinate and subject to the in right of payment to this Agreement or the extent and prior payment in full of: (a) all Obligations now or hereafter incurred by any Borrower under this Agreement or any of the manner set forth in paragraph Other Documents, (b) below, postponed interest thereon (including any such interest accruing subsequent to the repayment in full filing by or against any Borrower of all other indebtedness any proceeding brought under the Bankruptcy Code, whether or not such interest is allowed as a claim pursuant to the provisions of the Borrowers Bankruptcy Code), and (or any of themc) all fees, expenses, indemnities and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, other amounts now or hereafter existing, direct payable pursuant to or indirect, absolute or contingent, joint or several, whether as principal or surety in connection with this Agreement and whether under a credit agreement, promissory note, guarantee or otherwise all Other Documents (collectively, collectively the “Senior DebtObligations”), as and any lien on any property or asset securing the Senior Obligations. No payment or prepayment of any Intercompany Obligations (whether of principal, interest or otherwise) shall be made at any time prior to the payment in full, in cash, of the Senior Obligations, provided that the Borrowers may make payments (but not prepayments) of Intercompany Obligations in the Ordinary Course of Business to the extent that such Senior Debt may be modified renewedpayments are not otherwise prohibited by this Agreement and at the time of, extendedand immediately after giving effect to, increased any such payment, no Event of Default exists and is continuing. If any default occurs under the Intercompany Obligations, no Borrower will demand, accelerate, declare a default under, ▇▇▇ for, set off, accept, take or modified receive, directly or indirectly, in cash or other property or in any way from time to time and including other manner, any payment of all principalor any part of the Intercompany Obligations without Agent’s prior written consent, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;which consent shall not be unreasonably withheld or delayed. (b) the Lender may not receive Each Borrower agrees that any payment in respect right of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object possession it has to any borrowing under any Senior Debt; Real Property (epursuant to a written lease or otherwise) the Lender agrees, at the request of any holder of Senior Debt, to execute shall be subject and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice subordinate to the rights of Agent hereunder and under any holder Mortgage thereon. Each Borrower which holds title to any of Senior Debt that does not request or receive the Real Property hereby waives any Lien it holds on the Collateral of any other Borrower located at such a confirmation; and (f) Real Property and shall grant access to Agent to such Real Property and Collateral in accordance with this Agreement notwithstanding the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure terms of any indebtedness lease or other obligationsoccupancy agreement to the contrary.

Subordination. The Lender hereby agrees Except for any debt or claim of the Issuing Bank against the Applicant under sub-clause 5(a)(v) of the Facility Letter (in relation to the initial guarantee issuance fee) or under clause 6 (Commitment Fee and Guarantee Issuance Fee) or clause 19 (Expenses) of the Facility Letter, all other debts and claims of the Issuing Bank and the Account Bank against the Chargor or the Beneficiary under the Facility Letter (including under any document the form of which appears as follows:a schedule to the Facility Letter), this Deed and/or under or in connection with any and all Guarantees issued under the Facility Letter shall be postponed to the remaining Relevant Liabilities owed to the Relevant Creditors and, accordingly:- (a) except in the payment event of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness liquidation of the Borrowers Chargor (to which the provisions of (c) below shall apply), the Issuing Bank and the Account Bank shall not be permitted to recover or enforce or take any of them) and all liabilities and obligations action to recover or enforce any such debt or claim of the Borrowers (Issuing Bank or any of them) to any holder of such indebtedness of any kindthe Account Bank against the Chargor, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time Chargor shall not make and including all principal, interest, fees, expenses the Issuing Bank and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may Account Bank shall not receive any payment in respect of any Obligations unlesssuch debt or claim against the Chargor, at unless and until all of the time remaining Relevant Liabilities of the Relevant Creditors have been fully paid or have otherwise been discharged, satisfied, released or ceased to exist; (b) the Issuing Bank and the Account Bank shall not, on the ground of any such paymentdebt or claim against the Chargor (but without prejudice to any other ground which the Issuing Bank and/or the Account Bank may have), all amounts then due and owing under claim any set-off, abatement or other extinction or reduction in respect of an amount payable by the Senior Debt Issuing Bank or the Account Bank to the Chargor unless and until all of the remaining Relevant Liabilities of the Relevant Creditors have been fully paid in full and no default exists in respect of the Senior Debt or any document evidencinghave otherwise been discharged, securing satisfied, released or relating ceased to the Senior Debtexist; (c) the Lender Issuing Bank and the Account Bank shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower give to the Relevant Creditors in respect of such Relevant Liabilities, the Obligationsbenefit of any proof which it is entitled to make in the liquidation of the Chargor in respect of any such debt or claim against the Chargor and the full benefit of the Security in respect of any such debt or claim, until the remaining Relevant Liabilities of the Relevant Creditors have been fully paid or have otherwise been discharged, satisfied, released or ceased to exist; (d) except in the Lender event of the liquidation of the Beneficiary (to which the provisions of (f) below shall apply), the Issuing Bank and the Account Bank shall not initiate be permitted to recover or prosecute enforce or take any claimaction to recover or enforce any such debt or claim of the Issuing Bank or the Account Bank against the Beneficiary, action or other proceeding challenging and the enforceability Beneficiary shall not make and the Issuing Bank and the Account Bank shall not receive any payment in respect of any Senior Debt such debt or object claim against the Beneficiary, unless and until all of the remaining Relevant Liabilities of the Relevant Creditors have been fully paid or have otherwise been discharged, satisfied, released or ceased to any borrowing under any Senior Debtexist; (e) the Lender agreesIssuing Bank and the Account Bank shall not, at on the request ground of any holder of Senior Debt, to execute and deliver to such holder a confirmation of debt or claim against the subordination provided for herein in the form attached as Exhibit C, Beneficiary (but without prejudice to any other ground which the rights Issuing Bank and/or the Account Bank may have), claim any set-off, abatement or other extinction or reduction in respect of any holder an amount payable by the Issuing Bank or the Account Bank to the Beneficiary unless and until all of Senior Debt that does not request the remaining Relevant Liabilities of the Relevant Creditors have been fully paid or receive such a confirmation; andhave otherwise been discharged, satisfied, released or ceased to exist; (f) the Borrowers are not restricted from incurring indebtedness Issuing Bank and the Account Bank shall give to the Relevant Creditors in respect of such Relevant Liabilities, the benefit of any proof which it is entitled to make in the liquidation of the Beneficiary in respect of any such debt or charging their property claim against the Beneficiary and undertaking the full benefit of the Security in respect of any such debt or claim, until the remaining Relevant Liabilities of the Relevant Creditors have been fully paid or have otherwise been discharged, satisfied, released or ceased to secure exist. Following all the Relevant Liabilities of the Relevant Creditors having been fully paid or having otherwise been discharged, satisfied, released or ceased to exist, the debts and claims of the Issuing Bank and the Account Bank against the Applicant or the Beneficiary under the Facility Letter, this Deed and/or under or in connection with any indebtedness and all Guarantees issued under the Facility Letter, shall rank at least equally with all the other unsecured and unsubordinated obligations of the Applicant or other obligationsthe Beneficiary (as the case may be) at the relevant time.

Subordination. (i) The Lender hereby Guarantor agrees as follows: (a) the payment that any and all claims of the Obligations is subordinated andGuarantor against either Seller, any endorser and any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties (collectively, the “Subordinated Indebtedness”), shall be subordinate and subject to the in right of payment to the extent prior payment, in full and in cash (or as otherwise agreed by the manner set forth in paragraph (b) belowAgent), postponed of all Guaranteed Obligations; provided, however, that prior to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness occurrence of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyEvent of Default, the “Senior Debt”)Guarantor shall have the right to ask, as such Senior Debt may be modified reneweddemand, extended▇▇▇ for, increased take or modified in receive any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time payment or distribution in respect of such Senior Debt; (b) the Lender may not Subordinated Indebtedness from either Seller. Notwithstanding any right of the Guarantor to ask, demand, ▇▇▇ for, take or receive any payment in respect of any Obligations unless, at the time of such paymentSubordinated Indebtedness from either Seller, all amounts then rights, liens and security interests of the Guarantor, whether now or hereafter arising and howsoever existing, in any asset of a Seller (whether constituting part of the security or collateral given to the Agent to secure payment of all or any part of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of each Buyer, the Lender and the Agent in such asset. (ii) From and after the occurrence of any Event of Default: (a) The Guarantor shall have no right to possession of any asset of either Seller or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all financing arrangements between each Buyer, the Agent and the Lender have been terminated. (b) If all or any part of the assets of either Seller, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the applicable Seller, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of either Seller is dissolved or if substantially all of the assets of either Seller are sold, 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 any of the Subordinated Indebtedness shall be paid or delivered directly to the Agent for application to payments due hereunder. (c) The Guarantor hereby irrevocably authorizes and owing under or empowers the Agent (as a present grant, effective the date hereof and subject only to the condition that an Event of Default exists) in respect of the Senior Debt Subordinated Indebtedness to demand, ▇▇▇ for, collect and receive every payment or distribution thereon and give acquittance therefor and to make and present for and on behalf of the Guarantor such proofs of claim and take such other action, in the Agent’s own name or in the name of the Guarantor or otherwise, as the Agent may deem necessary or advisable for the enforcement of this Guaranty. The Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any unpaid Guaranteed Obligation. (d) Should any payment, distribution, security or instrument or proceeds of any of the foregoing be received by the Guarantor upon or with respect to the Subordinated Indebtedness following the occurrence of an Event of Default and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements between each Buyer and the Lender, the Guarantor shall (to the extent of unpaid Guaranteed Obligations) receive and hold the same in trust, as trustee, for the benefit of the Agent and shall forthwith deliver the same to the Agent, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Agent. If the Guarantor fails to make any such endorsement or assignment to the Agent, the Agent or any of its officers or employees are hereby irrevocably authorized to make the same. (iii) The Guarantor agrees that until the Guaranteed Obligations have been paid in full (either in cash or by way of setoff under Section 6) and no default exists in respect satisfied (except for contingent indemnification obligations) and all financing arrangements between each Buyer and the Lender have been terminated, the Guarantor will not assign or transfer to any other party any claim the Guarantor has or may have against either Seller, without the prior written consent of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsAgent.

Subordination. The Lender Subordinated Creditor hereby agrees as follows: (a) the payment subordinates all present and future Indebtedness and other obligations of the Obligations is subordinated andCredit Parties (including without limitation, subject (i) any indebtedness and obligations of the Guarantor under the Unsecured Subordinated Bridge Loan Promissory Note, dated as of the date hereof (the “Note”), (ii) any put, call, redemption or repurchase obligations or any other obligation of the Credit Parties to repurchase or redeem any equity interests in the Credit Parties or any warrants or other securities from any Credit Party or (iii) any obligation of the Credit Parties to pay any cash dividends or distributions owed to the right Subordinated Creditor (all such Indebtedness and other obligations are hereinafter collectively referred to as the “Subordinated Indebtedness”), to any and all Indebtedness now or hereafter owing by the Credit Parties (including any interest accruing after the commencement of payment any proceeding by or against the Credit Parties under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, and any other interest that would have accrued but for the commencement of such proceeding, whether or not any such interest is allowed as a claim enforceable against the Credit Parties in such proceeding) to the Senior Creditor (the “Senior Indebtedness”) to the extent and in the manner hereinafter set forth in paragraph (b) belowforth, postponed and the Subordinated Creditor agrees not to the repayment in full of all other indebtedness of the Borrowers (demand, accept or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of the Subordinated Indebtedness, including, without limitation, any Obligations unlesspayment received through the exercise of any right of setoff, counterclaim or cross claim, or any collateral therefor, in contravention hereof; provided, however, so long as no default or event of default under or within the meaning of any of the loan documents evidencing the Senior Indebtedness shall have occurred and be continuing at the time of such payment, all amounts then due and owing so long as no default or event of default under or within the meaning of any of the loan documents evidencing the Senior Indebtedness would occur as a result of, and after giving effect to, any such payment the Guarantor may pay to the Subordinated Creditor, and the Subordinated Creditor may accept from the Guarantor, regularly scheduled payments of interest at a rate no greater than 9% per annum on the monthly interest payment dates set forth in the Note. (a) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Credit Parties or to their creditors, as such, or to their properties, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Credit Parties, whether or not involving insolvency or bankruptcy, then the Senior Creditor shall be entitled to receive payment in full in cash of all of the Senior Indebtedness before the Subordinated Creditor is entitled to receive any payment in respect of the Subordinated Indebtedness, and to that end the holders of the Senior Debt have been paid Indebtedness shall be entitled to receive for application in full and no default exists payment thereof any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Senior Debt Subordinated Indebtedness; (b) Upon the occurrence of any Event of Default as defined or provided in the Credit Agreement or in any document evidencing, securing or relating to other agreement of the Credit Parties with the Senior Debt;Creditor, and during the continuance thereof, no amount shall be paid, whether in cash, property, or securities or otherwise, in respect of the principal of or premium, if any, or interest on the Subordinated Indebtedness; and (c) No amount shall be paid by any Credit Party or accepted or retained by the Lender shall not accept any mortgageSubordinated Creditor, pledgewhether in cash, hypothec or other charge, lien or encumbrance on any property, asset securities or undertaking of any Borrower otherwise, in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claimSubordinated Indebtedness, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing except as specifically permitted under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsthis Agreement.

Subordination. The Lender subordination provisions of Article XIII of the Indenture shall apply; provided, however, that for the purposes of the Debentures (but not for the purposes of any other Securities unless specifically set forth in the terms of such Securities), the definitions of “Senior Debt” and “Senior Indebtedness” in the Indenture are hereby agrees amended in their entirety to read as follows: : “‘Allocable Amounts,’ when used with respect to any Senior Subordinated Debt or Junior Subordinated Debt, means the amount necessary to pay all principal (aand premium, if any) and interest, if any, on such Senior Subordinated Debt or Junior Subordinated Debt, as applicable, in full less, if applicable, any portion of such amount which would have been paid to, and retained by, the payment holders of such Senior Subordinated Debt or Junior Subordinated Debt, as applicable (whether as a result of the Obligations receipt of payments by the holders of such Senior Subordinated Debt or Junior Subordinated Debt, as applicable, or any other obligor thereon or from any holders of, or trustee in respect of, other indebtedness that is subordinated and, subject to the subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) belowsuch Senior Subordinated Debt or Junior Subordinated Debt, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) as applicable, pursuant to any holder provision of such indebtedness for the payment over of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, amounts received on account of such indebtedness to the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect holders of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Subordinated Debt or any document evidencingJunior Subordinated Debt, securing or relating to as applicable) but for the fact that such Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Subordinated Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Junior Subordinated Debt, as applicable, is subordinate or junior in right of payment to execute and deliver to such holder a confirmation of the subordination provided for herein trade accounts payable or accrued liabilities arising in the form attached as Exhibit C, but without prejudice to the rights ordinary course of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbusiness.”

Subordination. The Lender hereby agrees as follows: (a) the payment Each of the Obligations is subordinated andParent Guarantors agrees that any and ------------- all claims of such Parent Guarantor against any Borrower, any endorser or any other guarantor of all or any part of the Obligations, or against any of their respective properties, shall be subordinate and subject to the in right of payment to the extent prior payment, in full and in cash, of all Obligations. Notwithstanding any right of any Parent Guarantor to ask, demand, ▇▇▇ for, take or receive any payment from any Borrower, all rights, liens and security interests of such Parent Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any Borrower (whether constituting part of the manner set forth in paragraph (bsecurity or collateral given to any Lender, the Issuing Bank or the Agent to secure payment of all or any part of the Obligations or otherwise) below, postponed shall be and hereby are subordinated to the repayment rights of the Holders and the Agent in those assets. Except as permitted by this Credit Agreement, the Parent Guarantors 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 Obligations shall have been fully paid in cash and the Commitments have been terminated. If all or any part of the assets of any Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Borrower, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of such Borrower is dissolved or (except as permitted by this Credit Agreement) if substantially all of the assets of such Borrower are sold, 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 any Indebtedness of any such Borrower to any Parent Guarantor ("Borrower -------- Indebtedness" of such Borrower) shall be paid or delivered directly to the Agent ------------ for application on any of the Obligations, due or to become due, until such Obligations shall have first been fully paid in cash. Each of the Parent Guarantors irrevocably authorizes and empowers the Agent to demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Parent Guarantor such proofs of claim and take such other action, in the Agent's own name or in the name of such Parent Guarantor or otherwise, as the Agent may deem necessary or advisable for the enforcement of this Credit Agreement. The Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made on Borrower Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by any Parent Guarantor upon or with respect to any Borrower Indebtedness prior to the payment in full in cash of all other indebtedness of the Borrowers Obligations and the termination of the Commitments, such Parent Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders, and shall forthwith deliver the same to the Agent, for the benefit of the Holders, in precisely the form received (except for the endorsement or assignment of such Parent Guarantor where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by such Parent Guarantor as the property of the Agent, for the benefit of the Holders. If such Parent Guarantor fails to make any such endorsement or assignment to the Agent, the Agent or any of them) and all liabilities and obligations its officers or employees are hereby irrevocably authorized to make the same. Each of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, Parent Guarantors agrees that until the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full in cash and no default exists in respect of the Senior Debt Commitments have been terminated, such Parent Guarantor will not assign or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object transfer to any borrowing under Person any Senior Debt; (e) the Lender agrees, at the request of claim such Parent Guarantor has or may have against any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsBorrower.

Subordination. The Lender hereby agrees as follows: (a) the payment The obligations of the Obligations is subordinated and, subject to the New VERITAS under Section 2.1 hereof shall be subordinate and junior in right of payment to the New VERITAS Senior Indebtedness (as defined in Section 2.2(b) hereof) to the same extent and in the same manner set forth that the Securities are subordinate and junior in paragraph right of payment to the Senior Indebtedness of the Company pursuant to Article Thirteen of the Indenture. (b) belowAs used herein, postponed "New VERITAS Senior Indebtedness" means the principal of, premium, if any, interest (including all interest accruing subsequent to the repayment commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in full of all other indebtedness of the Borrowers (or any of themsuch proceeding) and rent payable on or in connection with, and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kindfees, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, feescosts, expenses and other amounts owing from time to time accrued or due on or connection with, Indebtedness of New VERITAS, whether outstanding on the date hereof or thereafter created, incurred, assumed, guaranteed or in respect of such Senior Debt; effect guaranteed by New VERITAS (b) including all deferrals, renewals, extensions or refundings of, or amendments, modifications or supplements to, the Lender may not receive any payment foregoing), unless in respect the case of any Obligations unless, at particular Indebtedness the time instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such Indebtedness shall not be senior in right of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating payment to the Securities or expressly provides that such Indebtedness is "pari passu" or "junior" to the Securities. Notwithstanding the foregoing, New VERITAS Senior Debt; (c) the Lender Indebtedness shall not accept include any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking Indebtedness of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object New VERITAS to any borrowing under any Senior Debt; (e) the Lender agrees, at the request subsidiary of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsNew VERITAS.

Subordination. The Lender hereby agrees as follows: (a) the payment All Junior Obligations, and all claims, demands, rights and remedies of the Obligations is subordinated andJunior Lender with respect thereto, subject are and shall continue at all times to the be subject, subordinate and junior in right of payment and priority to the extent and Senior Obligations including, without limitation, all interest on the Senior Obligations at the rate stated in the manner set forth Senior Loan Agreement from the date of the filing by or against Borrower of a petition under any bankruptcy, insolvency or similar law whether or not such interest is allowable in paragraph (b) below, postponed any such proceeding to the repayment date of the indefeasible payment in full of the Senior Obligations (“Postpetition Interest”). The term “Junior Obligations,” as used in this Agreement, shall mean and include the principal amount of and the premium, if any, and interest on all indebtedness and other indebtedness of the Borrowers (or any of them) and all liabilities and monetary obligations of Borrower to the Borrowers (Junior Lender under the Merger Agreement, the Junior Agreement and the Junior Note, together with all fees, costs and expenses relating thereto, whether direct or any of them) to any holder of such indebtedness of any kindcontingent, now or hereafter existing, direct due or indirectto become due to, absolute or contingent, joint held or severalto be held by the Junior Lender, whether created directly or acquired by assignment or otherwise, including, without limitation, all principal of and premium, if any, and interest on the Junior Note (including extensions, modifications, refinancings, renewals and refundings thereof) and any other note or notes or any other agreement between Borrower and the Junior Lender, including but not limited to fees, costs and/or expenses owed or owing to the Junior Lender under or by reason of the Merger Agreement, including but not limited to (i) the Termination Fee (as principal or surety defined in the Merger Agreement), (ii) the Transaction Fees (as defined in the Merger Agreement) and whether under a credit agreement(iii) any other Parent Damages (as defined in the Merger Agreement)(the fees and damages set forth in the foregoing clauses (i), promissory note(ii) and (iii), guarantee or otherwise (collectively, the “Senior DebtMerger Agreement Fees and Damages”). The term “Senior Obligations,” as used in this Agreement, as such Senior Debt may be modified renewedshall mean and include the principal amount of and the premium, extendedif any, increased or modified in any way from time to time and interest (including Postpetition Interest) and all principalother amounts on all of the Obligations including, interestwithout limitation, Collateral Management Fees, Unused Line Fees, the Restatement Fee, Yield Maintenance and amounts due under the Equity Participation Fee Agreement, and all other fees, costs and expenses and other amounts owing from time relating thereto, whether direct or contingent, now or hereafter existing, due or to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessbecome due to, at the time of such paymentor held or to be held by, all amounts then due and owing under or in respect of the Senior Debt have been paid in full Lender, whether created directly or acquired by assignment or otherwise (including extensions, modifications, refinancings, renewals and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsrefundings thereof).

Subordination. (a) The Subordinated Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated andthat all its right, subject title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness rights of the Borrowers (or any of them) and all liabilities and obligations Senior Lenders in respect of the Borrowers Senior Obligations, including the payment of principal, premium (or any of them) to any holder of such indebtedness if any), interest (including interest accruing during the pendency of any kindbankruptcy, now insolvency, receivership or hereafter existingother similar proceeding, direct regardless of whether allowed or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”allowable in such proceeding), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses expense and reimbursement obligations indemnification obligations and all other amounts owing from time to time payable under the Credit Agreement, any other Credit Document, or in respect of such Senior Debt;thereof. (b) The Borrower and the Subordinated Lender may not hereby agree that, notwithstanding any provision to the contrary in any agreement governing or evidencing Subordinated Obligations, no payment (whether directly, by purchase, redemption or exercise of any rights of setoff or otherwise and whether mandatory or voluntary) in respect of the Subordinated Obligations, whether of principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of the Borrower or received, accepted or demanded, directly or indirectly, by or on behalf of the Subordinated Lender at any time prior to the payment in full in cash of all the Senior Obligations. (c) Upon any distribution of all or substantially all of the assets of the Borrower or upon any dissolution, winding up, liquidation or reorganization of the Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower, or otherwise: (i) the Senior Lenders shall first be entitled to receive indefeasible payment in full in cash of the Senior Obligations (whenever arising) before the Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations of the Borrower, whether of principal, interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of the assets of; the Borrower of any kind or character, whether in cash, securities or other property, to which the Subordinated Lender would be entitled except for the provisions of this Section 1 shall be paid or delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. The Subordinated Lender agrees not to ask, demand, ▇▇▇ for or take or receive from the Borrower in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the Subordinated Obligations to the extent prohibited by the preceding sentence, and agrees that in connection with any proceeding involving the Borrower under any bankruptcy, insolvency reorganization, arrangement, receivership or similar law (i) the Agent is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Lender or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Obligations and enforcing any security interest or other lien securing payment of the Subordinated Obligation) as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Lenders and (ii) the Subordinated Lender shall duly and promptly take such action as the Collateral Agent, if any, may request to (A) collect amounts in respect of the Subordinated Obligations for the account of the Senior Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Obligations, (B) execute and deliver to such Collateral Agent such irrevocable powers of attorney, assignments or other instruments as such Collateral Agent may request in order to enable such Collateral Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Obligations unlessand (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations. A copy of this Subordination Agreement may be filed with any court as evidence of the Senior Lenders’ right, power and authority thereunder. (d) In the event that any payment by, or on behalf of, or distribution of the assets of, the Borrower of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be received by or on behalf of the Subordinated Lender or any Affiliate thereof at a time when such payment is prohibited by this Subordination Agreement, such payment or distribution shall be held by the time Subordinated Lender in trust (segregated from other property of the Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. (e) Subject to the prior indefeasible payment in full in cash of the Senior Obligations, the Subordinated Lender shall be subrogated to the rights of the Senior Lenders to receive payments or distributions in cash, securities or other property of the Borrower to the Senior Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full in cash, and, as between and among the Borrower, its creditors (other than the Senior Lenders) and the Subordinated Lender, no such payment or distribution made to the Senior Lenders by virtue of this Subordination Agreement that otherwise would have been made to the Subordinated Lender shall be deemed to be a payment by the Borrower on account of the Subordinated Obligations, it being understood that the provisions of this paragraph (e) are intended solely for the purpose of defining the relative rights of the Subordinated Lender and the Senior Lenders. (f) Without the prior written consent of the Agent, the Borrower shall not give, or permit to be given, and the Subordinated Lender shall not receive, accept or demand, (i) any security of any nature whatsoever for the Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Borrower or any Subsidiary of the Borrower or (ii) any guarantee, of any nature whatsoever, by the Borrower or any Subsidiary of the Borrower, of the Subordinated Obligations other than any guarantee subordinated to the Senior Obligations on terms substantially identical to (and no less favorable in any significant respect to the Senior Lender than) those hereof. The Subordinated Lender agrees that all the proceeds of any such security or guarantee shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Subordinated Obligations. (g) Any and all instruments or records now or hereafter creating or evidencing the Subordinated Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, shall contain the following legend: “Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent permitted under the Subordination Agreement, dated [ ], [ ] 20[ ], among, inter alia, [ ] and[ ], which Subordination Agreement is incorporated herein with the same effect as if fully set forth herein.” (h) The Subordinated Lender agrees that, except for claims submitted in any proceeding contemplated by Section 2(c) hereof, it will not take any action to cause the Subordinated Obligations to become payable prior to their scheduled maturity or exercise any remedies or take any action or proceeding to enforce the Subordinated Obligations if the payment of such paymentSubordinated Obligation is then prohibited by this Subordination Agreement, all amounts then due and owing under the Subordinated Lender further agrees not to file, or to join with any other creditors of the Borrower in filing, any petition commencing any bankruptcy, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of creditors against or in respect of the Senior Debt have been paid Borrower or any other marshalling of the assets and liabilities of the Borrower (provided, that this prohibition shall in full and no default exists event be construed so as to limit the Subordinated Lender’s right to cause the Subordinated Obligations to become payable prior to their scheduled maturity if all the outstanding Loans in respect of the Senior Debt or any document evidencing, securing or relating Borrower under the Credit Agreement have been declared due and payable prior to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsscheduled maturity dates).

Subordination. The Lender hereby agrees Except as follows:Senior Creditor may hereafter otherwise expressly consent in writing, (a) the payment of the all Junior Obligations is shall be postponed and subordinated and, subject to the right of indefeasible payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all Senior Obligations (and the termination of all Commitments), and no payments or other indebtedness distributions whatsoever in respect of the Borrowers (any Junior Obligations shall be made, nor shall any property or assets of Company or any of them) and all liabilities and obligations of Subsidiary Guarantor be applied to the Borrowers (purchase or any of them) other acquisition or to any holder of such indebtedness the defeasance or retirement of any kindJunior Obligations; provided, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way that from time to time commencing on August 14, 2003, Borrower may pay and Junior Creditor may receive and retain regularly scheduled interest payments on the Junior Note so long as, both before and after the making of each such interest payment, no Default shall have occurred and be continuing, including all principalwithout limitation, interest, fees, expenses and other amounts owing from time to time in respect a Default under Section 8.2.4 of such Senior Debt;the Credit Agreement, (b) all mortgage or deed of trust liens and security interests under the Lender may not receive Junior Security Documents or otherwise, now existing or hereafter acquired by Junior Creditor in any payment of the Junior Collateral or the Senior Collateral (the "Subordinate Interest") shall be subordinated to the security interest of Senior Creditor, under the Senior Security Documents or otherwise, in the Senior Collateral (the "Senior Interest"), irrespective of the time or order of attachment or perfection of any security interest (or any defects or omissions in respect thereof) or the time or order of filing of any financing statements or other documents, or any statutes, rules, law, or court decisions to the contrary. For the purposes of this Subordination Agreement, the Senior Obligations unless, at shall not be deemed to have been indefeasibly paid in cash in full until the time of such payment, all amounts then due and owing under or in respect Senior Creditor shall have received full payment of the Senior Debt Obligations in cash, which payment shall have been paid retained by the Senior Creditor for a period of time in full excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors' rights laws and no default exists in respect all Commitments of the Senior Debt or any document evidencing, securing or relating to Creditor under the Senior Debt; (c) the Lender Credit Agreement shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationshave irrevocably terminated.

Subordination. The Lender hereby agrees as follows: (a) the payment All Junior Obligations, and all claims, demands rights and remedies of the Obligations is subordinated andJunior Lender with respect thereto, subject are and shall continue at all times to the be subject, subordinate and junior in right of payment and priority to the extent Senior Obligations. The term “Junior Obligations,” as used in this Agreement, shall mean and in include the manner set forth in paragraph (b) belowprincipal amount of and the premium, postponed if any, and interest on all indebtedness and other monetary obligations of Borrower to the repayment in full of Junior Lender under the Junior Agreement and the Junior Note, together with all other indebtedness of the Borrowers (fees, costs and expenses relating thereto, whether direct or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kindcontingent, now or hereafter existing, due or to become due to, or held or to be held by the Junior Lender, whether created directly or acquired by assignment or otherwise, including, without limitation, all principal of and premium, if any, and interest on the Junior Note (including extensions, modifications, refinancings, renewals and refundings thereof) and any damages payable upon a Conversion Failure (as such term is defined in the Junior Note). The term “Senior Obligations,” as used in this Agreement, shall mean and include the principal amount of and the premium, if any, and interest (including, without limitation, all interest on the Senior Obligations at the rate stated in the Senior Loan Agreement from the date of the filing by or against Borrower of a petition under any bankruptcy, insolvency or similar law to the date of the indefeasible payment in full of the Senior Obligations (“Postpetition Interest”) and all other amounts on all of the Obligations including, without limitation, all fees, costs and expenses relating thereto, whether direct or indirect, absolute or contingent, joint now or severalhereafter existing, due or to become due to, or held or to be held by, the Senior Lender, whether as principal created directly or surety and whether under a credit agreement, promissory note, guarantee acquired by assignment or otherwise (collectivelyincluding extensions, the “Senior Debt”modifications, refinancings, renewals and refundings thereof), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;. (b) Except for the payments specified in Section 2(c), Borrower shall not pay, and the Junior Lender may shall not receive receive, demand or accept, either directly or indirectly, any payment in respect of any on the Junior Obligations, whether as principal, premium, interest or otherwise, unless and until all the Senior Obligations unlessincluding, at the time of such paymentwithout limitation, all amounts then due Postpetition Interest, have been indefeasibly paid in full in cash, and owing under or in respect the obligation (the “Commitment”) of the Senior Debt have been paid in full Lender to make loans and no default exists in respect of advances under the Senior Debt or any document evidencing, securing or relating to the Senior Debt;Loan Agreement has been terminated. (c) Commencing on June 15, 2006 and continuing on each June 15 and December 15 thereafter, the Junior Lender shall not may receive, accept any mortgageand retain regularly scheduled semi-annual interest payments under the Junior Note at a rate per annum equal to 6.5% commencing, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking unless: (A) (i) an Event of any Borrower in respect Default has occurred and is continuing under Section 8.1(a) of the Obligations;Senior Loan Agreement (a “Senior Payment Default”) and (ii) the Junior Lender has not received a written notice from the Senior Lender informing the Junior Lender that such Senior Payment Default has been waived or cured; or (B) (i) a Default or an Event of Default has occurred and is continuing under the Senior Loan Agreement (other than under Section 8.1(a) thereof)(a “Senior Non-Payment Default”) with respect to which the Junior Lender has received from the Senior Lender a notice (a “Senior Non-Payment Default Notice”) prohibiting the Junior Lender from receiving, collecting or accepting any of the foregoing payments and from commencing any Enforcement Action (as defined below) and (ii) the Junior Lender has not received a written notice from the Senior Lender informing the Junior Lender that such Senior Non-Payment Default has been waived or cured. Nothing in this subsection (c) shall prohibit the accrual (but not the payment to the Junior Lender) of interest on the Junior Obligations at the default rate in accordance with the terms of the Junior Agreement or the Junior Note following the occurrence of an event of default under the Junior Agreement or the Junior Note. (d) If the Junior Lender shall not initiate receive any payment or prosecute prepayment (including from any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing account debtor under any accounts receivable of Borrower) on the Junior Obligations that it is not entitled to receive under this Agreement, the Junior Lender will hold any amount so received in trust for the Senior Debt;Lender and shall, as soon as possible, turn over such payment to the Senior Lender in the form received (together with any necessary endorsements) to be applied to the Senior Obligations. (e) Unless and until the Senior Obligations shall have been indefeasibly paid in full in cash and the Commitment has been terminated, the Junior Lender agreeswill not take any Enforcement Action. For purposes hereof, at “Enforcement Action” shall mean (a) any acceleration of the request Junior Obligations (including the exercise of any holder right of Senior Debtredemption under Section 4(b) of the Junior Note), (b) the filing or initiating, or joining with any other person in filing or initiating, an Insolvency Event against, Borrower, or (c) any judicial proceeding or other action initiated or taken by Junior Lender, or by Junior Lender in concert with other persons against Borrower, or any other person to collect the Junior Obligations, to execute and deliver to such holder a confirmation foreclose any lien or security interest securing the Junior Obligations, execute, levy upon or dispose of any of the subordination provided Collateral, or otherwise enforce the rights or remedies of the Junior Lender under the Junior Agreement, the Junior Note or applicable law with respect to the Junior Obligations; provided, however, that the declaration of an event of default under the Junior Note shall not be deemed to be an Enforcement Action. Notwithstanding the foregoing, on or after July 31, 2006, the Junior Lender may commence or otherwise proceed with an Enforcement Action (i) brought with the written consent of the Senior Lender or (ii) an event of default has occurred and is continuing under Section 4(a) of the Junior Note (a “Junior Default”), written notice of which the Junior Lender has delivered to the Senior Lender (the “Junior Default Notice”), and thirty (30) days (or three hundred sixty (360) days from the date of delivery by the Senior Lender of a Senior Non-Payment Default Notice if delivered during such thirty-day period) have expired since the date of the Senior Lender’s receipt of the Junior Default Notice and such Junior Default has not been cured or waived during such time periods. Any proceeds of any Enforcement Action by the Junior Lender shall be paid or delivered directly to the Senior Lender for herein application to the Senior Obligations until the Senior Obligations shall have been indefeasibly paid in full in cash and the Commitment has been terminated. The Junior Lenders shall not take any action with respect to the Collateral if the Senior Lender shall have given prior written notice to the Junior Lender that such action would, in the form attached as Exhibit Creasonable credit judgment of the Senior Lender, but without prejudice impair the proceeds that could be obtained from such Collateral. For purposes of this Agreement, the term “Insolvency Event” shall mean, with respect to Borrower, the rights occurrence of any holder of Senior Debt that does not request the following: (i) Borrower shall be adjudicated insolvent or receive such bankrupt or institutes proceedings to be adjudicated insolvent or bankrupt, or shall generally fail to pay or admit in writing its inability to pay its debts as they become due, (ii) Borrower shall seek dissolution or reorganization or the appointment of a confirmation; and receiver, trustee, custodian, or liquidator for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, (fiii) Borrower shall make a general assignment for the benefit of its creditors, or consent to or acquiesce in the appointment of a receiver, trustee, custodian, or liquidator for a substantial portion of its property, assets or business, (iv) Borrower shall file a voluntary petition under any bankruptcy, insolvency, or similar law, (v) Borrower shall take any corporate or similar act in furtherance of any of the foregoing, or (vi) Borrower, or a substantial portion of its property, assets or business, shall become the subject of an involuntary proceeding or petition for (A) its dissolution or reorganization or (B) the Borrowers are appointment of a receiver, trustee, custodian or liquidator , and (I) such proceeding shall not restricted from incurring indebtedness be dismissed or charging their property and undertaking stayed within sixty (60) days, (II) such receiver, trustee, custodian or liquidator shall be appointed or (III) such Person fails to secure contest in a timely or appropriate manner any indebtedness such proceeding or other obligationspetition.

Subordination. The Lender hereby agrees as follows: (a) Each Borrower executing this Agreement covenants and agrees that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Borrower), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower to such Borrower, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 12.9, postponed to the repayment prior payment in full of all other indebtedness of the Borrowers Obligations (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyherein, the “Senior DebtObligations”)) and that the subordination is for the benefit of the Agent and Lenders, as and Agent may enforce such Senior Debt provisions directly, provided, that regularly scheduled payments under Intercompany Obligations may be modified renewedmade so long as no Default, extendedwhich is not reasonably capable of being cured, increased or modified in any way from time to time Event of Default has occurred and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;is continuing. (b) Each Borrower executing this Agreement hereby (i) authorizes Agent to demand specific performance of the Lender may terms of this Section 12.9, whether or not any other Borrower shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower shall have failed to comply with any provisions of this Section 12.9 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Upon any distribution of assets of any Borrower in any dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) Agent and Lenders shall first be entitled to receive payment in full in cash of the Senior Obligations before any Borrower is entitled to receive any payment in respect on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, to which any other Borrower would be entitled except for the provisions of this Section 12.9(c), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the Agent, to the extent necessary to make payment in full of all Senior Obligations unlessremaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to Agent and Lenders. (iii) In the event that notwithstanding the foregoing provisions of this Section 12.9(c), at any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, shall be received by any other Borrower on account of the time of Intercompany Obligations before all Senior Obligations are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to the Agent for application to the payment of the Senior Debt Obligations until all of the Senior Obligations shall have been paid in full full, after giving effect to any concurrent payment or distribution or provision therefor to Agent and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations;Lenders. (d) the Lender shall not initiate No right of Agent and Lenders or prosecute any claim, action other present or other proceeding challenging the enforceability future holders of any Senior Debt Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or object impaired by any act or failure to any borrowing under any Senior Debt; (e) act on the Lender agrees, at the request part of any holder Borrower or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Borrower with the terms hereof, regardless of Senior Debt, to execute and deliver to any knowledge thereof which any such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsbe otherwise charged with.

Subordination. The Lender hereby agrees as follows: (a) Each Grantor executing this Agreement covenants and agrees that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Loan Party), fees, charges, expenses, attorneys' fees and any other sum, obligation or liability owing by any other Grantor to such Grantor, including any intercompany trade payables or royalty or licensing fees (collectively, the "Intercompany Obligations"), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 8.14, postponed to the repayment prior payment in full of all Secured Obligations (other indebtedness of than contingent indemnification obligations as to which no claim has been asserted) (herein, the Borrowers (or any of them"Senior Obligations") and all liabilities that the subordination is for the benefit of Administrative Agent and obligations of the Borrowers (or any of them) to any holder of other Secured Parties, and Administrative Agent may enforce such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;provisions directly. (b) Each Grantor executing this Agreement hereby (i) authorizes Administrative Agent to demand specific performance of the Lender may terms of this Section 8.14, whether or not any other Grantor shall have complied with any of the provisions hereof applicable to it, at any time when such Grantor shall have failed to comply with any provisions of this Section 8.14 which are applicable to it and (ii) irrevocably waives (to the maximum extent permitted by Requirement of Law) any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Upon any distribution of assets of any Loan Party in any dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) Administrative Agent and other Secured Parties shall first be entitled to receive payment in full in cash of the Senior Obligations before any Grantor is entitled to receive any payment in respect on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Grantor of any kind or character, whether in cash, property or securities, to which any other Grantor would be entitled except for the provisions of this Section 8.14(c), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Administrative Agent, to the extent necessary to make payment in full of all Senior Obligations unless(other than contingent indemnification obligations as to which no claim has been asserted) remaining unpaid after giving effect to any concurrent payment or distribution or provisions therefore to Administrative Agent and the other Secured Parties. (iii) In the event that notwithstanding the foregoing provisions of this Section 8.14(c), at any payment or distribution of assets of any Grantor of any kind or character, whether in cash, property or securities, shall be received by any other Grantor on account of the time of Intercompany Obligations before all Senior Obligations (other than contingent indemnification obligations as to which no claim has been asserted) are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to Administrative Agent for application to the payment of the Senior Debt Obligations (other than contingent indemnification obligations as to which no claim has been asserted) until all of the Senior Obligations (other than contingent indemnification obligations as to which no claim has been asserted) shall have been paid in full full, after giving effect to any concurrent payment or distribution or provision therefore to Administrative Agent and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations;Secured Parties. (d) No right of Administrative Agent and the Lender shall not initiate other Secured Parties or prosecute any claim, action other present or other proceeding challenging the enforceability future holders of any Senior Debt Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or object impaired by any act or failure to any borrowing under any Senior Debt; (e) act on the Lender agrees, at the request part of any holder Grantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Grantor with the terms hereof, regardless of Senior Debt, to execute and deliver to any knowledge thereof which any such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.be otherwise charged with. [SIGNATURE PAGES FOLLOW]

Subordination. The Lender hereby Each Pledgor agrees as follows: (a) that any and all claims of such Pledgor against the payment Company, the Borrower, any endorser or any other pledgor of all or any part of the Obligations is subordinated andSecured Obligations, or against any of their respective properties, shall be subordinate and subject to the in right of payment to the extent prior full and in the manner set forth in paragraph (b) belowindefeasible payment, postponed to the repayment in full of all other indebtedness Secured Obligations. Notwithstanding any failure of any Pledgor to ask, demand, ▇▇▇ for, take or receive any payment from the Company or the Borrower, all rights, liens and security interests of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kindPledgors, whether now or hereafter arising and howsoever existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect assets of the Senior Debt have been paid in full and no default exists in respect Borrower (whether constituting part of the Senior Debt security or collateral given to the Agent to secure payment of all or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect part of the Obligations; (dSecured Obligations or otherwise) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute be and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice hereby are subordinated to the rights of the Agent against the Company and the Borrower and in those assets. No Pledgor shall have any holder right to possession of Senior Debt that does not request any such asset or receive to foreclose upon any such a confirmation; and asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (fother than unasserted indemnity obligations) shall have been fully paid in cash and satisfied. If all or any part of the Borrowers assets of the Company or the Borrower, or the proceeds thereof, are not restricted from incurring indebtedness subject to any distribution, division or charging their property application to the creditors of the Company or the Borrower, whether partial or complete, voluntary or involuntary, and undertaking whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of the Company or the Borrower is dissolved or if substantially all of the assets of the Company or the Borrower are sold, 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 secure any indebtedness of the Company or the Borrower to any Pledgor (“Borrower Indebtedness”) shall be paid or delivered directly to the Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations shall have first been fully paid in cash. Each Pledgor irrevocably authorizes and empowers the Agent to demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Pledgor such proofs of claim and take such other action, in the Agent’s own name or in the name of such Pledgor or otherwise, as the Agent may deem necessary or advisable for the enforcement of this Agreement. The Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made on the Borrower Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Secured Obligations. Subject to the provisos to the first sentence of this section 16, should any payment, distribution, security or instrument or proceeds thereof be received by any Pledgor upon or with respect to Borrower Indebtedness prior to the full and indefeasible payment of all of the Secured Obligations (other than unasserted indemnity obligations) and such Secured Obligations being satisfied, such Pledgor shall receive and hold the same in trust, as trustee, for the benefit of the Agent, and shall forthwith deliver the same to the Agent in precisely the form received (except for the endorsement or assignment of such Pledgor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by such Pledgor as the property of the Agent. If any Pledgor fails to make any such endorsement or assignment to the Agent, the Agent or any of its officers or employees are hereby irrevocably authorized to make the same. Each Pledgor agrees that until the Secured Obligations have been fully and indefeasibly paid (other than unasserted indemnity obligations), such Pledgor will not assign or transfer to any person any claim such Pledgor has or may have against the Company or the Borrower.

Subordination. The Lender hereby agrees as follows: (a) Payee, by accepting delivery of this Note, covenants and agrees, for itself and each and every subsequent holder of this Note, that upon and during the continuance of any Insolvency Event (as defined below), the indebtedness evidenced by this Note shall be subordinate and junior in right and priority of payment to Maker’s indebtedness to Congress Financial and to Maker’s indebtedness to any other lender (referred to herein as “Other Lender,” which term shall include its successors and assigns) that may provide financing to Maker in replacement of Maker’s credit facility from Congress Financial (Congress Financial and any such Other Lender are referred to herein as “Lender”), such that upon and during the continuance of any Insolvency Event, (i) no part of the indebtedness evidenced by this Note shall have any claim to the assets of Maker on parity with or prior to any claims of Lender to such assets; and (ii) unless and until Maker’s indebtedness to Lender shall have been indefeasibly paid in full, Payee shall not without the express prior written consent of Lender, take or receive from Maker, and Maker shall not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of any nature or type for the whole or any part of the indebtedness evidenced by this Note, provided that no such subordination shall be effective if all indebtedness owed by Maker to Lender has been equitably subordinated to the claims of all other general unsecured creditors of Maker by virtue of Lender’s acts or conduct by a court of competent jurisdiction under a final and non-appealable order, judgment or decree (a “Subordination Event”). Payee, by accepting delivery of this Note, further covenants and agrees, for itself and each and every subsequent holder of this Note, that if any payment or distribution, whether consisting of money, property or securities, shall be collected or received by Payee, or any such subsequent holder of this Note, in respect of the indebtedness evidenced by this Note, upon or during the continuance of an Insolvency Event, provided a Subordination Event has not occurred, then Payee or such subsequent holder of this Note immediately shall deliver the same to Lender, in the form received, duly endorsed to Lender, if required, to be applied to the payment of Maker’s indebtedness to Lender until Maker’s indebtedness to Lender is paid in full. Until so delivered, such payment or distribution shall be held in trust by Payee, or such subsequent holder of this Note, as property of Lender, segregated from other funds and property held by Payee, or such other holder of this Note. The provisions of this Section 10 are, and are intended solely, for the Obligations purpose of defining the relative rights of Payee (and any subsequent holder of this Note), on the one hand, and Lender, on the other, upon and during the continuance of an Insolvency Event. Lender is subordinated and, subject an intended beneficiary of the subordination provided by the terms of this Section 10. Notwithstanding anything to the right of payment to the extent and contrary in the manner set forth in paragraph (b) belowthis paragraph, postponed to the repayment in full of all other indebtedness such subordination of the Borrowers (indebtedness evidenced by this Note shall not prevent or any of them) and all liabilities and obligations of the Borrowers (limit Payee’s right or any of them) ability to any holder of such indebtedness of any kindassert, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee enforce or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified pursue its claim under this Note during any Insolvency Event provided any payments to Payee are treated in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;accordance with this Section. (b) As used in this Note, “Insolvency Event” means any of the Lender may not receive following: (i) Maker commencing any payment in respect case, proceeding or other action (A) under any existing or future law of any Obligations unlessjurisdiction, at domestic or foreign, relating to bankruptcy, insolvency, administration, reorganization, conservatorship, or relief from debtors, seeking to have any order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, administration, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of an administrator or receiver for it or for all or any substantial part of its assets, or Maker making a general assignment for the time benefit of its creditors, or (ii) there being commenced against Maker any case, proceeding or other action of a nature referred to in clause (A) hereof, or (iii) there being commenced against Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of any order for any such paymentrelief that is not satisfied within 90 days, all amounts then due and owing under or (iv) Maker taking any action in respect furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the Senior Debt have been paid acts set forth in full and no default exists clause (i), (ii) or (iii) above, or (v) Maker admitting in respect of the Senior Debt or any document evidencing, securing or relating writing its inability to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached pay its debts as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsthey become due.

Subordination. The Lender hereby agrees as follows: (a) the payment All Junior Obligations, and all rights and remedies of the Obligations is subordinated andJunior Lender with respect thereto, subject are and shall continue at all times to the be subject, subordinate and junior in right of payment to the extent and Senior Obligations including, without limitation, all interest on the Senior Obligations at the rate stated in the manner set forth in paragraph (b) belowSenior Loan Agreement from the date of the filing by or against Borrower of a petition under any bankruptcy, postponed insolvency or similar law to the repayment date of the indefeasible payment in full of the Senior Obligations (“Postpetition Interest”). The term “Junior Obligations,” as used in this Agreement, shall mean and include the principal amount of and the premium, if any, and interest on all indebtedness and other indebtedness of the Borrowers (or any of them) and all liabilities and monetary obligations of Borrower to the Borrowers (Junior Lender under the Junior Agreement and the Junior Note, together with all fees, costs and expenses relating thereto, whether direct or any of them) to any holder of such indebtedness of any kindcontingent, now or hereafter existing, direct due or indirectto become due to, absolute or contingent, joint held or severalto be held by the Junior Lender, whether as created directly or acquired by assignment or otherwise, including, without limitation, all principal or surety of and whether under a credit agreementpremium, promissory noteif any, guarantee or otherwise and interest on the Junior Note (collectivelyincluding extensions, modifications, refinancings, renewals and refundings thereof). For the avoidance of doubt, the “Senior Debt”)obligation of Borrower to issue equity or equity related securities to the Junior Lender pursuant to the Junior Note, as such Senior Debt may be modified renewed, extended, increased any payments on or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessequity or equity related securities and any exercise of rights by the Junior Lender with respect to any equity or equity related securities as the holder thereof (as long as such rights do not constitute an Enforcement Action) shall not constitute Junior Obligations. The term “Senior Obligations,” as used in this Agreement, at shall mean and include the time principal amount of such payment, all amounts then due and owing under or interest (including Postpetition Interest) on the Bridge Loan (but not any refinancing thereof) and obligations to reimburse expenses of the Senior Lender in respect of enforcing the Senior Debt have been paid in full and no default exists in respect payment of the Bridge Loan; provided that the principal amount of the Bridge Loan in excess of the limitation thereon set forth in Section 2(g), and any interest or other monetary obligations with respect to such excess, shall not constitute Senior Debt Obligations. For the avoidance of doubt, (i) the obligations of the Borrower with respect to the Series A Preferred Stock of NationsHealth, (ii) any fees, costs and/or expenses owed or any document evidencing, securing or relating owing to the Senior Debt; Lender under or by reason of the Merger Agreement, including but not limited to the Termination Fee (cas defined in the Merger Agreement), the Transaction Fees (as defined in the Merger Agreement) and (iii) any other Parent Damages (as defined in the Lender Merger Agreement) shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of constitute Senior Obligations. The term “CapitalSource Obligations,” shall mean the “Senior Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to ” as such holder a confirmation of the subordination provided for herein term is defined in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsJunior Lender Subordination Agreement.

Subordination. The Lender hereby agrees as follows: (a) indebtedness represented by this Note and the payment of the Obligations is subordinated and, principal of and interest on this Note are hereby expressly made subordinate and subject to the in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment prior payment in full of all Senior Indebtedness. Obligations in respect of Senior Indebtedness will not be deemed to have been paid in full unless the holders thereof shall have received payment in full in cash or cash equivalents with respect thereto. "Senior Indebtedness" is defined as all secured indebtedness of the Company for money borrowed pursuant to the Credit Agreement dated June 1, 1998, as amended from time to time, by and between the Company and Bank One, Texas, NA, (the "Bank One Debt") and any amendments, renewals, extensions, modifications, refinancing, and replacements of the Bank One Debt. Other than the Bank One Debt, all other indebtedness of the Borrowers (Company created, incurred or any assumed after the date hereof shall be expressly subordinate and subject in right of them) and all liabilities and obligations payment to the prior payment in full of the Borrowers (or any of them) indebtedness represented by this Note, subject to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect prior written consent of the Senior Debt have been paid in full Payee. These subordination provisions are intended to be an inducement and no default exists in respect of the Senior Debt or any document evidencing, securing or relating a consideration to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability each holder of any Senior Debt Indebtedness, whether such Senior Indebtedness was created or object acquired before or after the issuance of this Note, to any borrowing under any acquire and/or continue to hold such Senior Debt; (e) the Lender agreesSubordinated Promissory Note Indebtedness, at the request of any and such holder of Senior Debt, Indebtedness shall be deemed conclusively to execute and deliver have relied on such subordination provisions in acquiring and/or continuing to hold such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsIndebtedness.

Subordination. The Lender hereby agrees as follows: (a) Parent hereby agrees that the payment of the Obligations is subordinated and, subject to the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment prior indefeasible payment in full of all other indebtedness Guaranteed Indebtedness as herein provided. The Subordinated Indebtedness shall not be payable, and no payment of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and or other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect on account thereof, and no property or Guarantee of any Obligations unlessnature to secure or pay the Subordinated Indebtedness or any part thereof shall be made or given, at directly or indirectly by or on behalf of any Debtor (as defined below) or received, accepted, retained, or applied by Guarantor unless and until the time of such payment, all amounts then due and owing under or in respect of the Senior Debt Guaranteed Indebtedness shall have been indefeasibly paid in full in cash; except that prior to the occurrence of an Event of Default, Parent shall have the right to receive payments on the Subordinated Indebtedness made in the ordinary course of business unless, and except to the extent that, the payment or receipt of such payments is prohibited or otherwise restricted by this Agreement or another Loan Document. During the existence of a Default, no default exists payments of principal or interest may be made or given, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained, or applied by Parent unless and until the Guaranteed Indebtedness shall have been indefeasibly paid in respect full in cash. If any sums shall be paid to Parent by any Debtor or any other Person on account of the Senior Debt or any document evidencingSubordinated Indebtedness when such payment is not permitted hereunder, securing or relating such sums shall be held in trust by Parent for the benefit of Agent (for the benefit of Agent and the Lenders) and shall forthwith be paid to Agent without affecting the Senior Debt; (c) liability of Parent under this Article 14 and may be applied by Agent against the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower Guaranteed Indebtedness in respect accordance with the terms of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at Credit Agreement. Upon the request of Agent, Parent shall execute, deliver, and endorse to Agent such documentation as Agent may request to perfect, preserve, and enforce its rights hereunder. For purposes of this Section 14.9, the term "Subordinated Indebtedness" means all indebtedness, liabilities, and obligations of Borrower or any holder of Senior Debt, other party obligated at any time to execute and deliver to such holder a confirmation pay any of the subordination provided for Guaranteed Indebtedness other than Parent (Borrower and such other obligated parties (including, without limitation, any Contributing Guarantors) are referred to herein as the "Debtors") to Parent, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request manner in which they have been or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.may hereafter be acquired by Parent. CREDIT AGREEMENT - Page 82

Subordination. The Lender hereby agrees as follows(a) At no time during the continuance of any Default or Event of Default shall any payment of any nature whatsoever due in respect of the Subordinated Debt payable to any Guarantor be made after the Agent shall have given notice to the Company (on behalf of all Borrowers) to such effect. (b) Upon any bankruptcy, insolvency, liquidation or reorganization of any Borrower, or upon the filing of a petition in bankruptcy or commencement of any proceeding in bankruptcy against any Borrower or upon any distribution of the assets of 101 any Borrower or upon any dissolution, winding up, liquidation or reorganization of any Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings, or upon any assignment for the benefit of creditors, or any other marshalling of the assets and liabilities of either Borrower, or in the event any of the Subordinated Debt shall for any reason become or be declared due and payable or otherwise: (ai) the payment Agent shall first be entitled to receive Payment of all of the Obligations is subordinated and(whenever arising) before any Guarantor shall be entitled to receive any payment on account of the Subordinated Debt; (ii) any payment by, subject or distribution of the assets of, any Borrower of any kind or character, whether in cash, property or securities, to which any Guarantor would be entitled except for the provisions of this Agreement, in connection with the Subordinated Debt, shall be paid or delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the right of payment Agent to the extent necessary to make Payment of all of the Obligations remaining unpaid, after giving effect to any concurrent payment or distribution (or provision therefor) in cash to the Agent; (iii) No Guarantor shall ask, demand by legal proceedings or otherwise, or take or receive from any Borrower, by set-off, counterclaim or in any other manner, any payment or distribution on account of the Subordinated Debt other than as expressly permitted hereunder; and (iv) Each Guarantor agrees to declare the Sub- ordinated Debt to be due and payable and, at least 30 days before the time required by applicable law or rule, to file proof of claim therefor, in default of which the Agent is hereby irrevocably authorized so to declare and file in order to effectuate the provisions hereof. Notwithstanding the foregoing, in the manner set forth event that any payment by, or distribution of the assets of, any Borrower of any kind or character prohibited hereby, whether in paragraph (b) belowcash, postponed property or securities, shall for any reason be received by any Guarantor in respect of the Subordinated Debt, such payment or distribution shall be held in trust for the benefit of the Agent, and shall be immediately paid over to the repayment in full Agent, to the extent necessary to make Payment of all of the Obligations remaining unpaid, after giving effect to any concurrent payment or distribution (or provision therefor) in cash to the Agent. (c) Without the prior written consent of the Agent, no Borrower will give, and no Guarantor will receive or accept, any collateral of any nature whatsoever for the Subordinated Debt on any Property or assets, whether now existing or hereafter acquired, of any Borrower. (d) Nothing contained in this Agreement is intended to or shall impair, as between and among the Borrowers, their creditors (other indebtedness than the holders of the Obliga- 102 DRAFT 11/13/96 tions) and any Guarantor, the obligation of the Borrowers to make Payment to such Guarantor of any amount due in respect of the Subordinated Debt as and when the same shall become due and payable in accordance with the terms thereof, or affect the relative rights of the Guarantors and the creditors of the Borrowers (other than the holders of the Obligations), in each case subject to the rights of the holders of the Obligations under this Agreement. (e) Unless and until Payment of all of the Obligations has occurred and the termination of the Credit Agreement, each Guarantor agrees not to declare any part of the Subordinated Debt to be due and payable or exercise any of the rights or remedies which it may have, or bring (in its capacity as holder of the Subordinated Debt), or join with any other creditor in instituting, any proceedings against any Borrower under any bankruptcy, insolvency, reorganization, arrangement, receivership or other similar law, unless the Obligations shall have been declared immediately due and payable or, in the case of the institution of any such proceedings, the Agent shall have joined in the institution thereof or expressly consented thereto in writing. In the event that the Agent shall have so declared the Obligations immediately due and payable, each Guarantor agrees to declare the Subordinated Debt then due to be due and payable, provided, however, if the Agent shall rescind any such declaration, each Guarantor shall automatically be deemed to have rescinded its declaration. (f) No right of the Agent to enforce this Agreement shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, or by any noncompliance by any Guarantor with the terms, provisions and covenants herein, and the Agent is hereby expressly authorized to extend, waive, renew, increase, decrease, modify or amend the terms of the Obligations or any collateral security therefor, and to waive any default, modify, amend, rescind or waive any provision of them) any document executed and delivered in connection with the Obligations and to release, sell or exchange any such collateral security and otherwise deal freely with the Borrowers, all without notice to or consent of any Guarantor and without affecting the liabilities and obligations of the Borrowers parties hereto. (or any g) Each Borrower and each Guarantor waives notice of them) acceptance of this Agreement by the Agent and the Lenders, and each Guarantor waives notice of and consents to any holder the making, amount and terms of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt Obligations which may be modified renewed, extended, increased or modified in any way exist from time to time and including any renewal, extension, increase, amendment or modification thereof and any other action which the Agent or any Lender in its sole and absolute discretion, may take or omit to take with respect thereto. This section shall constitute a continuing offer to the Agent and the Lenders, its provisions are made for the benefit of the Agent and the Lenders, and the Agent and the Lenders are made obligees hereunder and may enforce such 103 provisions. (h) No Guarantor shall sell, assign, transfer or otherwise dispose of all principalor any part of the Subordinated Debt without having first obtained the prior written consent of the Agent. (i) Each Borrower agrees that it will not make any payment of any of the Subordinated Debt, interestor take any other action, fees, expenses in contravention of the provisions of this Agreement. (j) Each Guarantor agrees that the provisions of this Agreement shall be applicable to the Obligations whenever the same may arise and other amounts owing notwithstanding the fact that no Obligations may be outstanding from time to time in respect and may have paid down to zero at any time or from time to time, it being understood that the Credit Agreement permits the Borrowers to borrow, repay and reborrow from time to time subject to the terms and conditions thereof, all or any of such Senior Debt;which terms and conditions may be waived. (bk) All rights and interests of the Lender may not receive Agent hereunder, and all agreements and obligations of the Borrowers and the Guarantors under this Agreement, shall remain in full force and effect irrespective of (i) any payment in respect lack of validity or enforceability of any Obligations unlessof the Loan Documents; (ii) any change in the time, at the time manner or place of such paymentpayment of, or any other term of, all amounts then due and owing under or in respect any of the Senior Debt have been paid in full and no default exists in respect Obligations, or any other amendment or waiver of or any consent to departure from any of the Senior Debt Obligations; (iii) any exchange, release or non-perfection of the Collateral, or any document evidencingrelease or amendment or waiver of or consent to or departure from any guaranty, securing for all or relating to any of the Senior Debt; Obligations; or (civ) the Lender shall not accept any mortgageother circumstance which might otherwise constitute a defense available to, pledgeor a discharge of, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations;Obligations or this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Agent upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made. (dl) Each Guarantor authorizes the Lender shall not initiate Agent, without notice or prosecute demand and without affecting or impairing the obligations of any claimGuarantor, action from time to time to (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Obligations, or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Agent, in its sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other proceeding challenging the enforceability of obligors; and (v) exercise or refrain from exercising any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) against the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.Person. 104 DRAFT 11/13/96

Subordination. The Lender hereby agrees as follows: (a) the payment All indebtedness, liabilities and obligations of the Obligations is subordinated and, subject a Borrower to the other Borrowers, or any claims or causes of action of a Borrower against the other Borrowers, shall be and hereby are made subject to, postponed, subordinated and junior in right of payment to the extent satisfaction and in the manner set forth in paragraph (b) below, postponed to the repayment payment in full of all other indebtedness of the Obligations of each Borrower to the Agent and Lenders arising under this Agreement, the Notes and any other Loan Documents or in any other manner arising or existing, and any payment by a Borrower or other distribution of property of a Borrower to the other Borrowers in payment of any indebtedness, liabilities or obligations (the "INTERCOMPANY DEBT") prior to satisfaction or payment in full of the Obligations, while the Loans or Commitments therefor are outstanding, shall be received in trust by such Borrower and promptly turned over to the Agent, provided, however, that so long as no Event of Default has occurred or is continuing, repayment of loans and advances in accordance with the terms hereof by any Borrower to any other Borrower shall not be prohibited or postponed. Each Borrower will ▇▇▇▇ its books and records and cause any promissory note or other instrument evidencing the Intercompany Debt to clearly indicate that the Intercompany Debt is subordinated hereby to the Obligations. Each Borrower will, upon demand of them) the Agent, cause any Intercompany Debt not evidenced by a promissory note or other instrument to be so evidenced and, as security for the Obligations, endorse with recourse such notes or instruments to the Agent and otherwise assign to the Agent any and all liabilities Intercompany Debt and obligations of any and all security therefor. In the Borrowers event any receivership, insolvency, bankruptcy, reorganization, arrangement, composition, readjustment or other similar proceedings are commenced or instituted by or against a Borrower, the Obligations shall be paid in full before any Borrower shall be entitled to receive or retain any payment or distribution in respect to the Intercompany Debt, and, in order to implement the foregoing, (or any of thema) to any holder of such indebtedness all payments and distributions of any kind, now kind or hereafter existing, direct or indirect, absolute or contingent, joint or severalcharacter, whether as principal in cash, property or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or securities in respect of the Senior Intercompany Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to which a Borrower would be entitled shall be made directly to the Senior Debt; Agent, (cb) the Lender each Borrower shall not accept any mortgagepromptly file a claim or claims, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit Crequired in such proceedings, but without prejudice for the full outstanding amount of the Intercompany Debt, and shall use its best efforts to the rights of any holder of Senior Debt that does not request cause such claim or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property claims to be approved and undertaking to secure any indebtedness or all payments and other obligations.distributions in respect

Subordination. The Lender hereby agrees as follows: (a) Notwithstanding the payment date, time, manner or order of the Obligations is subordinated andfiling or recordation of any document or instrument or grant, subject attachment or perfection of any Liens granted to the right Junior Representative or any Junior Secured Parties on the Shared Collateral or of payment any Liens granted to any Senior Representative or the extent and in Senior Secured Parties on the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers Shared Collateral (or any actual or alleged defect in any of themthe foregoing) and all liabilities and obligations notwithstanding any provision of the Borrowers (UCC, any applicable law, any Junior Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Junior Representative, on behalf of themitself and the Junior Secured Party under the Junior Debt Facility, hereby agrees that any Lien on the Shared Collateral securing or purporting to secure any (i) to any holder of such indebtedness of any kind, Senior Obligations now or hereafter existing, direct held by or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability behalf of any Senior Debt Secured Parties or object any Senior Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any borrowing under any Senior Debt; (e) Lien on the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request Shared Collateral securing or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking purporting to secure any indebtedness Junior Obligations, and (ii) Junior Obligations now or hereafter held by or on behalf of any Junior Secured Parties or the Junior Representative or other obligationsagent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations.

Subordination. The Lender hereby agrees as follows: Notwithstanding any provision of this Agreement or any other Financing Document to the contrary, (ai) the payment security interests created and granted hereby are subject to, subordinate and inferior to the security interests created by the First Lien Twelvepole Security Agreement, in accordance with, and all rights, powers and remedies granted to, the OPMW Administrative Agent thereunder, are subject in all respects to the terms and conditions of the Obligations is subordinated andIntercreditor Agreement, subject to including restrictions on the right of payment the OPNY Administrative Agent to give notices, exercise power of attorney rights direct or receive payments, hold, control or receive delivery of any Assignment Collateral or other possessory collateral or to exercise powers or remedies and to apply proceeds of Collateral; provided, that if and to the extent and in the manner set forth in paragraph (b) belowIntercreditor Agreement is amended, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased supplemented or modified in at any way time from time to time and including all principalsuch amendment, interestsupplement or modification could reasonably be expected to have any adverse effect on the Grantor's rights, feesduties or obligations hereunder or under any other Financing Document, expenses such amendment, supplement or modification shall not be effective as to the Grantor without the Grantor's prior written acknowledgment (which acknowledgment shall not be unreasonably conditioned, withheld or delayed) that such amendment, modification or supplement shall be effective for purposes of this Agreement and the other amounts owing from time Financing Documents, (ii) the OPNY Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Pledgor shall not have any duty and obligation with respect to time the perfection or priority of the security interest granted hereunder in respect and to any of the Collateral (and no Default or Event of Default shall result or occur) to the extent (a) such Senior Debt; Collateral is in the possession or control of the OPMW Administrative Agent, (b) such collateral is not transferred by the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating OPMW Administrative Agent to the Senior Debt; OPNY Administrative Agent as required pursuant to the Intercreditor Agreement, (c) the Lender shall not accept such perfection or priority requires any mortgageconsent, pledge, hypothec approval or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect action of the Obligations; OPMW Administrative Agent, or (d) the Lender OPMW Administrative Agent then maintains a perfected, second priority security interest in and to the Collateral and (iii) no obligations contained in this Agreement shall not initiate require the Grantor to take or prosecute omit to take any claim, action or other proceeding challenging inconsistent with the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute terms and deliver to such holder a confirmation conditions of the subordination provided for herein in OPMW Deposit Account Agreement and/or the form attached as Exhibit C, but without prejudice to Holdco Deposit Account Agreement and no Default or Event of Default shall arise or result from the rights taking or omitting of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsaction.

Subordination. The Lender hereby agrees as follows: (a) Guarantor hereby covenants and agrees that the principal of, or interest on, all now existing and hereafter arising Indebtedness of Borrowers to Guarantor (the “Claims”) and all rights and remedies of Guarantor with respect thereto and any lien securing payment of the Obligations is subordinated andthereof are and shall continue to be subject, subject to subordinate and rendered junior in the right of payment to the extent all amounts due and payable in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness respect of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”)Guaranteed Obligations, as such Senior Debt the same may be modified renewedModified, extendedwaived, increased accelerated or modified in any way compromised from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;time. (b) Guarantor represents and warrants to the Lender Administrative Agent that Guarantor is or will be the sole and absolute owner of the Claims and has not sold, assigned, transferred or otherwise disposed of any right it may have to repayment of the Claims or any security therefor. Guarantor hereby further covenants and agrees that upon the occurrence and during the continuation of any Potential Default or Event of Default, until the Guaranteed Obligations are paid and performed in full: (i) Guarantor will not receive receive, directly or indirectly, any payment, advance, credit or further security of any kind whatsoever on account of the Claims; (ii) Guarantor will not sell, assign, transfer or endorse the Claims or any part or evidence thereof; (iii) Guarantor will not Modify the Claims or any part or evidence thereof; and (iv) Guarantor will not take, or permit any action to be taken, to assert, collect or enforce the Claims or any part thereof. (c) Upon any distribution of all of the assets of any Borrower to its creditors upon the dissolution, winding up, liquidation, arrangement, or reorganization of any Borrower, whether in any bankruptcy, insolvency, arrangement, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Borrower or otherwise, any payment in respect or distribution of any kind (whether in cash, property or securities) which is payable or deliverable upon or with respect to the Claims shall be held in trust for the Administrative Agent and the Lenders and shall be paid over or delivered to the Administrative Agent for the benefit of the Lenders to be applied against the payment or prepayment of the Guaranteed Obligations unlessuntil the Guaranteed Obligations shall have been indefeasibly paid in full. If any proceeding referred to in the preceding sentence is commenced by or against any Borrower: (i) the Administrative Agent is hereby irrevocably authorized and empowered (in its own name or in the name of Guarantor or otherwise), at but shall have no obligation, to demand, s▇▇ for, collect and receive every payment or distribution referred to the time preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such paymentother action (including, all amounts then due without limitation, voting the Claims or enforcing any security interest or other lien securing payment of the Claims) as the Administrative Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent hereunder; and owing under (ii) Guarantor shall duly and promptly take such action as the Administrative Agent may reasonably request (A) to collect the Claims for account of the Administrative Agent and to file appropriate claims or proofs of claim in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencingClaims, securing or relating to the Senior Debt; (cB) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to the Administrative Agent such holder a confirmation powers of attorney, assignments, or other instruments as it may reasonably request in order to enable it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Claims, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Claims. (d) All payments or distributions upon or with respect to the Claims which are received by Guarantor contrary to the provisions of this Guaranty shall be received in trust for the benefit of the subordination provided for herein Administrative Agent, shall be segregated from other funds and property held by Guarantor and shall be forthwith paid over to the Administrative Agent in the same form attached as Exhibit Cso received (with any necessary endorsement) to be applied (in the case of cash) to, but without prejudice to or held as collateral (in the rights case of any holder non-cash property or securities) for, the payment or prepayment of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsGuaranteed Obligations.

Subordination. The Lender Subordinated Creditors hereby agrees as follows: (a) the payment subordinate all present and future Indebtedness of the Obligations is subordinated and, subject Credit Parties or any of them to the right Subordinated Creditors (the "Subordinated Indebtedness") to any and all Indebtedness now or hereafter owing by the Credit Parties or any of payment them (including any interest accruing after the commencement of any proceeding by or against the Credit Parties or any of them under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, and any other interest that would have accrued but for the commencement of such proceeding, whether or not any such interest is allowed as a claim enforceable against the Credit Parties or any of them in such proceeding) to the Senior Creditors (the "Senior Indebtedness") to the extent and in the manner hereinafter set forth in paragraph (b) belowforth, postponed and the Subordinated Creditors agree not to the repayment in full of all other indebtedness of the Borrowers (demand, accept or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of the Subordinated Indebtedness, including, without limitation, any Obligations unlesspayment received through the exercise of any right of setoff, at counterclaim or cross claim, or any collateral therefor, in contravention hereof: (a) In the time event of such paymentany insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Credit Parties or to its creditors, as such, or to its properties, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Credit Parties, whether or not involving insolvency or bankruptcy, then the Senior Creditors shall be entitled to receive payment in full of all amounts then due and owing under or of the Senior Indebtedness before the Subordinated Creditors are entitled to receive any payment in respect of the Subordinated Indebtedness, and to that end the holders of the Senior Debt have been paid Indebtedness shall be entitled to receive for application in full and no default exists payment thereof any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Senior Debt Subordinated Indebtedness; (b) In the event of any default or Event of Default as defined or provided in the Loan Agreement or in any document evidencing, securing or relating to other agreement of the Credit Parties with the Senior Debt;Creditors, and during the continuance thereof, no amount shall be paid, whether in cash, property, or securities or otherwise, in respect of the principal of or premium, if any, or interest on the Subordinated Indebtedness; and (c) the Lender No amount shall not accept any mortgagebe paid, pledgewhether in cash, hypothec or other charge, lien or encumbrance on any property, asset securities or undertaking of any Borrower otherwise, in respect of the Obligations; (d) Subordinated Indebtedness, except as specifically permitted under the Lender shall not initiate Loan Agreement or prosecute any claim, action or other proceeding challenging with the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation prior written consent of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsCreditors.

Subordination. The Lender hereby agrees as follows: (a) Notwithstanding (i) the payment date, manner or order of grant, attachment or perfection of any Liens granted to the Junior Subordinated Secured Parties on the Collateral or of any Liens granted to the Credit Agreement Secured Parties or the Senior Subordinated Secured Parties on the Collateral and (ii) any provision of the Obligations is subordinated andCode, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (applicable law or decision or any other circumstance whatsoever, the Junior Subordinated Indenture Trustee, for itself and on behalf of themeach other Junior Subordinated Secured Party, hereby agrees that: (A) to any holder of such indebtedness of any kind, Lien on the Collateral securing the Credit Agreement Obligations or the Senior Note Obligations now or hereafter existingheld by or for the benefit of the Credit Agreement Secured Parties or the Senior Subordinated Secured Parties, direct as applicable, regardless of how acquired, shall be senior and prior to any Lien on the Collateral securing the Junior Note Obligations; and (B) any Lien on the Collateral securing the Junior Note Obligations now or indirect, absolute hereafter held by or contingent, joint or severalfor the benefit of the Junior Subordinated Secured Parties regardless of how acquired, whether as principal by grant, statute, operation of law, subrogation or surety otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing the Credit Agreement Obligations and the Senior Note Obligations. All Liens on the Collateral securing the Credit Agreement Obligations or Senior Note Obligations shall be and remain senior to all Liens on the Collateral securing the Junior Note Obligations for all purposes, whether under a credit agreement, promissory note, guarantee or otherwise (collectively, not such Liens securing the “Credit Agreement Obligations or Senior Debt”), as such Senior Debt may be modified renewed, extended, increased Note Obligations are subordinated to any Lien securing any other obligation of either Grantor or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;Credit Party. (b) Notwithstanding (i) the Lender may not receive any payment in respect date, manner or order of grant, attachment or perfection of any Liens granted to the Senior Subordinated Secured Parties on the Collateral or of any Liens granted to the Credit Agreement Secured Parties on the Collateral and (ii) any provision of the Code, or any applicable law or decision or any other circumstance whatsoever, the Senior Subordinated Indenture Trustee, for itself and on behalf of each other Senior Subordinated Secured Party, hereby agrees that: (A) any Lien on the Collateral securing the Credit Agreement Obligations unlessnow or hereafter held by or for the benefit of the Credit Agreement Secured Parties, at regardless of how acquired, shall be senior and prior to any Lien on the time of such payment, all amounts then due Collateral securing the Senior Note Obligations; and owing under (B) any Lien on the Collateral securing the Senior Note Obligations now or in respect hereafter held by or for the benefit of the Senior Debt have been paid Subordinated Secured Parties regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in full all respects to all Liens on the Collateral securing the Credit Agreement Obligations. All Liens on the Collateral securing the Credit Agreement Obligations shall be and no default exists in respect of remain senior to all Liens on the Collateral securing the Senior Debt Note Obligations for all purposes, whether or not such Liens securing the Credit Agreement Obligations are subordinated to any Lien securing any other obligation of either Grantor or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsCredit Parties.

Subordination. The Lender hereby agrees as follows(a) At no time during the continuance of any Default or Event of Default shall any payment of any nature whatsoever due in respect of the Subordinated Debt payable to any Guarantor be made after the Agent shall have given notice to the Company (on behalf of all Borrowers) to such effect. (b) Upon any bankruptcy, insolvency, liquidation or reorganization of any Borrower, or upon the filing of a petition in bankruptcy or commencement of any proceeding in bankruptcy against any Borrower or upon any distribution of the assets of any Borrower or upon any dissolution, winding up, liquidation or reorganization of any Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings, or upon any assignment for the benefit of creditors, or any other marshalling -6- 130 of the assets and liabilities of either Borrower, or in the event any of the Subordinated Debt shall for any reason become or be declared due and payable or otherwise: (ai) the payment Agent shall first be entitled to receive Payment of all of the Obligations is subordinated and(whenever arising) before any Guarantor shall be entitled to receive any payment on account of the Subordinated Debt; (ii) any payment by, subject or distribution of the assets of, any Borrower of any kind or character, whether in cash, property or securities, to which any Guarantor would be entitled except for the provisions of this Agreement, in connection with the Subordinated Debt, shall be paid or delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the right of payment Agent to the extent necessary to make Payment of all of the Obligations remaining unpaid, after giving effect to any concurrent payment or distribution (or provision therefor) in cash to the Agent; (iii) No Guarantor shall ask, demand by legal proceedings or otherwise, or take or receive from any Borrower, by set-off, counterclaim or in any other manner, any payment or distribution on account of the Subordinated Debt other than as expressly permitted hereunder; and (iv) Each Guarantor agrees to declare the Subordinated Debt to be due and payable and, at least 30 days before the time required by applicable law or rule, to file proof of claim therefor, in default of which the Agent is hereby irrevocably authorized so to declare and file in order to effectuate the provisions hereof. Notwithstanding the foregoing, in the manner set forth event that any payment by, or distribution of the assets of, any Borrower of any kind or character prohibited hereby, whether in paragraph (b) belowcash, postponed property or securities, shall for any reason be received by any Guarantor in respect of the Subordinated Debt, such payment or distribution shall be held in trust for the benefit of the Agent, and shall be immediately paid over to the repayment in full Agent, to the extent necessary to make Payment of all of the Obligations remaining unpaid, after giving effect to any concurrent payment or distribution (or provision therefor) in cash to the Agent. (c) Without the prior written consent of the Agent, no Borrower will give, and no Guarantor will receive or accept, any collateral of any nature whatsoever for the Subordinated Debt on any Property or assets, whether now existing or hereafter acquired, of any Borrower. (d) Nothing contained in this Agreement is intended to or shall impair, as between and among the Borrowers, their creditors (other indebtedness than the holders of the Obligations) and any Guarantor, the obligation of the Borrowers to make Payment to such Guarantor of any amount due in respect of the Subordinated Debt as and when the same shall become due and payable in accordance with the terms thereof, or affect the relative rights of the Guarantors and the creditors of the Borrowers (other than the holders of the Obligations), in each case subject to the rights of the holders of the Obligations under this Agreement. (e) Unless and until Payment of all of the Obligations has occurred and the termination of the Credit Agreement, each Guarantor agrees not to declare any part of (f) No right of the Agent to enforce this Agreement shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, or by any noncompliance by any Guarantor with the terms, provisions and covenants herein, and the Agent is hereby expressly authorized to extend, waive, renew, increase, decrease, modify or amend the terms of the Obligations or any collateral security therefor, and to waive any default, modify, amend, rescind or waive any provision of them) any document executed and delivered in connection with the Obligations and to release, sell or exchange any such collateral security and otherwise deal freely with the Borrowers, all without notice to or consent of any Guarantor and without affecting the liabilities and obligations of the Borrowers parties hereto. (or any g) Each Borrower and each Guarantor waives notice of them) acceptance of this Agreement by the Agent and the Lenders, and each Guarantor waives notice of and consents to any holder the making, amount and terms of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt Obligations which may be modified renewed, extended, increased or modified in any way exist from time to time and including any renewal, extension, increase, amendment or modification thereof and any other action which the Agent or any Lender in its sole and absolute discretion, may take or omit to take with respect thereto. This section shall constitute a continuing offer to the Agent and the Lenders, its provisions are made for the benefit of the Agent and the Lenders, and the Agent and the Lenders are made obligees hereunder and may enforce such provisions. (h) No Guarantor shall sell, assign, transfer or otherwise dispose of all principalor any part of the Subordinated Debt without having first obtained the prior written consent of the Agent. (i) Each Borrower agrees that it will not make any payment of any of the Subordinated Debt, interestor take any other action, fees, expenses in contravention of the provisions of this Agreement. (j) Each Guarantor agrees that the provisions of this Agreement shall be applicable to the Obligations whenever the same may arise and other amounts owing notwithstanding the fact that no Obligations may be outstanding from time to time in respect and may have paid down to zero at any time or from time to time, it being understood that the Credit Agreement permits the Borrowers to borrow, repay and reborrow from time to time subject to the terms and conditions thereof, all or any of such Senior Debt;which terms and conditions may be waived. (bk) All rights and interests of the Lender may not receive Agent hereunder, and all agreements and obligations of the Borrowers and the Guarantors under this Agreement, shall remain -8- 132 in full force and effect irrespective of (i) any payment in respect lack of validity or enforceability of any Obligations unlessof the Loan Documents; (ii) any change in the time, at the time manner or place of such paymentpayment of, or any other term of, all amounts then due and owing under or in respect any of the Senior Debt have been paid in full and no default exists in respect Obligations, or any other amendment or waiver of or any consent to departure from any of the Senior Debt Obligations; (iii) any exchange, release or non-perfection of the Collateral, or any document evidencingrelease or amendment or waiver of or consent to or departure from any guaranty, securing for all or relating to any of the Senior Debt; Obligations; or (civ) the Lender shall not accept any mortgageother circumstance which might otherwise constitute a defense available to, pledgeor a discharge of, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations;Obligations or this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Agent upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made. (dl) Each Guarantor authorizes the Lender shall not initiate Agent, without notice or prosecute demand and without affecting or impairing the obligations of any claimGuarantor, action from time to time to (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Obligations, or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Agent, in its sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other proceeding challenging the enforceability of obligors; and (v) exercise or refrain from exercising any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) against the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsPerson.

Subordination. The Lender hereby agrees as follows: (a) Unless otherwise agreed by the Administrative Agent, payment of the Obligations Subordinated Debt is subordinated and, subject to the and shall be expressly subordinate and junior in right of payment to the prior payment in full in cash of the Senior Debt to the extent and in the manner set forth in paragraph (b) below, postponed to herein and the repayment in full of all other indebtedness of Subordinated Debt is hereby so subordinated as a claim against the Borrowers (relevant Obligor or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder assets of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;Obligor. (b) Unless otherwise agreed by the Lender Administrative Agent, in the event of any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving any Obligor or the readjustment of its liabilities or any assignment for the benefit of creditors or any marshaling or composition of its assets or liabilities (collectively called a “Reorganization”), relative to any Obligor or its properties, then all of the Senior Debt of such Obligor (if any) shall first be paid in full in cash before any payment is made upon the Subordinated Debt, and in any such proceedings any payment or distribution of any kind or character, whether in cash or property or securities, which may not be payable or deliverable in respect of this Intercompany Subordinated Note shall be paid or delivered directly to the Administrative Agent, for application in payment of the Senior Debt, unless and until all the Senior Debt is paid in full in cash, and each Holder hereby irrevocably authorizes the Administrative Agent, as attorney-in-fact for such Holder, to vote any claim or proof of claim in such proceedings in respect of the Subordinated Debt, to file or prove any claim in such proceedings in respect of the Subordinated Debt, to demand, ▇▇▇ for, collect and receive any such payment or distribution, to apply such payment or distribution to the payment of the Senior Debt, and to take such other action (including acceptance or rejection of any plan of reorganization) in the name of such Holder or of the relevant Secured Parties as the Administrative Agent may deem necessary or advisable for the enforcement of the provisions hereof. Each Holder shall execute and deliver such other and further powers of attorney, assignments, proofs of claim or other instruments, and take such other actions, as may be requested by the Administrative Agent in order to enable the Administrative Agent to accomplish any of the foregoing, but only with respect to such Holder’s capacity as a holder hereof and not in respect of any Obligations unlessother relationship between such Holder and the Obligor. (c) In the event that, at notwithstanding the time foregoing, upon any such Reorganization, any payment or distribution of such paymentthe assets of any Obligor of any kind or character, all amounts then due and owing under whether in cash, property or securities, shall be received by any Holder in respect of this Intercompany Subordinated Note before all Senior Debt is paid in full in cash, such payment or distribution shall be held in trust for the Secured Parties and shall forthwith be paid over to the Administrative Agent for application to the payment of the Senior Debt until all Senior Debt shall have been paid in full and no default exists in respect cash. (d) Any amounts received by the Administrative Agent hereunder for application to the Senior Debt shall be so applied to such portion of the Senior Debt as shall be determined by the Administrative Agent in its sole discretion. The provisions of this Intercompany Subordinated Note shall not be deemed to impose on the Administrative Agent any duties or responsibilities to any Secured Party, or any document evidencingfiduciary relationship with any Secured Party. (e) Each Holder agrees that, securing until the Senior Debt has been paid in full in cash, (i) if an Event of Default shall have occurred and be continuing or relating would result therefrom, or if a Reorganization shall have commenced, it will not take, demand or receive, or take any action to accelerate or collect, any payment of all or any part of the Subordinated Debt except as expressly permitted herein and (ii) unless otherwise agreed to by the Administrative Agent, it will not file, join in or facilitate any petition or proceeding seeking the bankruptcy of any other Obligor. (f) If any Holder shall receive any payment in violation of the terms hereof, it shall hold such payment in trust for the benefit of the Secured Parties and forthwith pay it over to the Administrative Agent, for application to and payment of the Senior Debt;. (cg) The Administrative Agent on behalf of itself and the Lender shall not accept Secured Parties, may, at any mortgagetime and from time to time, pledgewithout the consent of or notice to any Holder, hypothec without incurring any responsibility to any Holder, and without impairing or other charge, lien or encumbrance on releasing any property, asset or undertaking of the rights of any Borrower in respect Secured Party, or any of the Obligations;obligations of any Holder: (di) change the Lender shall not initiate amount or prosecute any claim, action terms of or other proceeding challenging the enforceability of renew or extend any Senior Debt or object enter into or amend in any manner any agreement relating to any borrowing under any Senior Debt; (eii) sell, exchange, release or otherwise deal with any property at any time pledged or mortgaged to secure any Senior Debt; (iii) release anyone liable in any manner for the Lender agrees, at the request payment or collection of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (fiv) exercise or refrain from exercising any rights against any Obligor and others (including any Holder). (h) Each Holder hereby waives notice of or proof of reliance by any Secured Party upon the Borrowers provisions hereof, and the Senior Debt shall conclusively be deemed to have been created, contracted, incurred or maintained in reliance upon the provisions hereof. (i) Each Obligor and any endorser of this Intercompany Subordinated Note hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the Administrative Agent or any other Secured Party of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. (j) The subordination provisions contained herein are for the benefit of the Administrative Agent and the Secured Parties and their respective successors and assigns and may not restricted from incurring indebtedness be rescinded or charging their property and undertaking to secure cancelled or modified in any indebtedness or other obligationsway without the prior written consent of the Administrative Agent.

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject Anything to the contrary notwithstanding, all Intra-Group Obligations shall be subordinate and junior in right of payment payment, to the extent and in the manner herein set forth in paragraph (b) belowforth, postponed to the repayment prior payment in full, in cash, and performance of all Obligations under the Credit Documents. The foregoing shall apply notwithstanding the availability of collateral to the Senior Creditors or the holders of Intra-Group Obligations or the actual date and time of execution, delivery, recordation, filing or perfection of any Liens granted with respect to the Obligations to the Senior Creditors, or the Lien or priority of payment thereof, and in any instance wherein such Obligations or any claim for such Obligations is subordinated, avoided or disallowed, in whole or in part, under any Debtor Relief Law. In the event of an Insolvency or Liquidation Proceeding with respect to any Debtor, (i) the Senior Creditors shall be entitled to receive indefeasible payment in full in cash of all other indebtedness of the Borrowers (or such Obligations before any of them) and all liabilities and obligations of the Borrowers (or Intra-Group Lender is entitled to receive any of them) to any holder of such indebtedness payment on account of any kindIntra-Group Obligation, now (ii) the Senior Creditors shall be entitled to receive any payment or hereafter existing, direct distribution of any kind or indirect, absolute or contingent, joint or severalcharacter, whether as principal in cash, property or surety and whether under a credit agreementsecurities or by set-off or otherwise, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt which may be modified renewed, extended, increased payable or modified deliverable in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time Insolvency or Liquidation Proceeding in respect of any Intra-Group Obligation, (iii) until the Final Discharge Date, any payment or distribution of assets of any Debtor of any kind or character, whether in cash, property or securities, to which any Intra-Group Lender would be entitled, except for payments permitted under Section 2.2, shall be paid or delivered by each applicable Debtor directly to the Administrative Agent for application in accordance with the Credit Documents, (iv) each Intra-Group Lender shall execute, verify, deliver and file any proofs of claim in respect of the Intra-Group Obligations requested by an Agent in connection with any such Senior Debt;Insolvency or Liquidation Proceeding and hereby irrevocably authorizes, empowers and appoints each Agent as its agent and attorney-in-fact (and to the extent required by applicable law, grant a power of attorney to each Agent on such terms as such Agent may reasonably require) to: (A) execute, verify, deliver and file such proofs of claim upon the failure of any applicable Intra-Group Lender promptly to do so prior to 15 calendar days before the expiration of the time to file any such proof of claim, and (B) vote such claim in any such Insolvency or Liquidation Proceeding upon the failure of any applicable Intra-Group Lender to do so prior to five days before the expiration of the time to vote any such claim; provided that (x) no Agent shall have an obligation to execute, verify, deliver, file and vote any such proof of claim and (y) if an Agent is not entitled to take any actions contemplated in clause (A) or (B) above and an Agent requests any Intra-Group Lender or Debtor to take that action, the relevant Intra-Group Lender or Debtor shall take that action itself in accordance with the instructions of such Agent. In the event that an Agent votes any claim in accordance with the authority granted hereby, the Intra-Group Lender shall not be entitled to change or withdraw such vote. (b) In any Insolvency or Liquidation Proceeding relating to any Debtor, each Intra-Group Lender agrees that the Senior Creditors shall be entitled to receive payment in full in cash of all their respective Obligations (including interest accrued on or accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding) before any Intra-Group Lender may not receive receives payment of any payment amount in respect of Intra-Group Obligations. No right of the Lenders to enforce the subordination of the Debtors’ obligations hereunder may be impaired by any Obligations unlessact or failure to act by any Debtor or any Intra-Group Lender or by the failure of any Debtor or any Intra-Group Lender to comply with this Agreement. No failure or delay on the part of any party hereto or any Senior Creditor in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. If any Debtor or any Intra-Group Lender violates any of the terms of this Section 2, in addition to any remedies in law, equity or otherwise, each Agent and each other Senior Creditor may restrain such violation in any court of law and may interpose this Agreement as a defense in any action by any Intra-Group Lender. Each Intra-Group Lender hereto acknowledges that to the extent that no adequate remedy at law exists for breach of its obligations under this Agreement, in the time event any Intra-Group Lender fails to comply with its obligations hereunder, each Agent shall have the right to obtain specific performance of the obligations of such paymentdefaulting Intra-Group Lender, all amounts then due and owing under injunctive relief or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or such other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached equitable relief as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsmay be available.

Subordination. The Lender hereby agrees as follows: (a) Each Borrower covenants and agrees that the payment of all indebtedness, principal, interest (including interest which accrues after the Obligations commencement of any case or proceeding in bankruptcy, or for the reorganization of any Borrower), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower to such Borrower, including any intercompany loans or trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated andsubordinated, subject to the right of payment to the extent and in the manner set forth provided in paragraph (b) belowthis Section 10.2, postponed to the repayment prior payment in full of all Indebtedness and other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now amounts owed or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether owing under a credit agreement, promissory note, guarantee or otherwise this Agreement (collectivelyherein, the “Senior DebtObligations”)) and that the subordination is for the benefit of Lender, as and Lender may enforce such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;provisions directly. (b) Each Borrower executing this Agreement hereby (i) authorizes Lender to demand specific performance of the terms of this Section 10.2, whether or not any other Borrower shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower shall have failed to comply with any provisions of this Section 10.2 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Upon any distribution of assets of any Borrower in any dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) Lender may not shall first be entitled to receive payment in full in cash of the Senior Obligations before any Borrower is entitled to receive any payment in respect on account of the Intercompany Obligations. 1091435_13.DOC (ii) Any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, to which any other Borrower would be entitled except for the provisions of this Section 10.2(c), shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to Lender, for the benefit of Lender, to the extent necessary to make payment in full of all Senior Obligations unlessremaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to Lender. (iii) In the event that notwithstanding the foregoing provisions of this Section 10.2(c), at any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, shall be received by any other Borrower on account of the time of Intercompany Obligations before all Senior Obligations are paid in full, such payment, all amounts then due payment or distribution shall be received and owing under or held in respect trust for and shall be paid over to Lender for application to the payment of the Senior Debt Obligations until all of the Senior Obligations shall have been paid in full and no default exists in respect full, after giving effect to any concurrent payment or distribution or provision therefor to Lender. No right of the Senior Debt Lender or any document evidencing, securing other present or relating future holders of any Senior Obligations to enforce the Senior Debt; (c) subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking part of any Borrower or by any act or failure to act, in respect of good faith, by any such holder, or by any noncompliance by any Borrower with the Obligations; (d) the Lender shall not initiate or prosecute any claimterms hereof, action or other proceeding challenging the enforceability regardless of any Senior Debt or object to knowledge thereof which any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request may have or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligations.be otherwise charged with. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 1091435_13.DOC

Subordination. The Lender hereby agrees Payment of any amount owed by Borrower under this Agreement is subordinated as follows: (a) Borrower, for itself, its successors and assigns, covenants and agrees, and Lender covenants and agrees, that the payment of the Obligations principal of, interest on, and all other amounts owing under or in respect of, this Agreement (collectively, the "Subordinated Indebtedness") is subordinated andhereby expressly subordinated, subject to the right of payment to the extent and in the manner hereinafter set forth forth, to the prior payment in paragraph full in cash of all Senior Indebtedness (whether or not then due or owing). The provisions of this Section 5 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of Senior Lenders, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions. (b) belowUpon the occurrence and during the continuance of a Senior Indebtedness Default, postponed all Senior Indebtedness (including interest thereon or fees or any other amounts owing in respect thereof), whether at stated maturity, by acceleration or otherwise, and all obligations owing in respect thereof, in each case to the repayment extent due and owing, shall first be indefeasibly paid in full in cash, before any payment (whether in cash, property, securities or otherwise) is made on account of the Subordinated Indebtedness. (c) Upon the occurrence and during the continuance of a Senior Indebtedness Default, until all Senior Indebtedness has been indefeasibly paid in full in cash and all commitments in respect of such Senior Indebtedness have been terminated, the sum of all payments made in respect of the Subordinated Indebtedness (including principal and interest) shall not exceed at any time that amount permitted by the terms of the respective issue of Senior Indebtedness. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement (including without limitation, in this Section 5), upon the occurrence and during to the continuance of a Senior Indebtedness Default, payments hereunder are subject to the payment in full in cash of the following amounts according to the following priority in time and right of payment: (i) First, to the indefeasible payment of all obligations under the Senior Credit Obligations, and (ii) Second, to the payment of all other indebtedness Senior Indebtedness. (d) Upon the occurrence and during the continuance of the Borrowers a Senior Indebtedness Default, until all Senior Indebtedness has been indefeasibly paid in full in cash (whether or not then due or owing), neither Borrower nor any of its Subsidiaries may, directly or indirectly, make, and Lender shall not accept from Borrower or any of themits Subsidiaries, any payment of any Subordinated Indebtedness and may not acquire any Subordinated Indebtedness for cash or property. Lender hereby agrees that, upon the occurrence and during the continuance of a Senior Indebtedness Default, until all Senior Indebtedness has been indefeasibly paid in full in cash, it will not sue for, or otherwise take any action to enforce Borrower's obligati▇▇▇ to pay, amounts owing in respect of the Subordinated Indebtedness, other than (x) any action to file a proof of claim or (y) to vote its interests, in each case, in any bankruptcy or other liquidation proceeding of Borrower; provided, that Lender shall vote its interests in accordance with a plan proposed by the Required Senior Lenders (in which case Lender shall have no right to assert any objection). Lender understands and agrees that to the extent that Section 5(a) or 5(b) or this Section 5(d) prohibit or reduce the payment of interest and/or principal which would otherwise be payable under this Agreement, such unpaid amount shall not constitute a payment default under this Agreement and Lender may not sue for, or otherwise take action to enforce Borrower's obligation t▇ ▇ay such amount, provided that, notwithstanding the other provisions of this sentence, such unpaid principal or interest shall remain an obligation of Borrower to Lender pursuant to the terms of this Agreement and shall bear interest until paid. (e) In the event that, notwithstanding the provisions of Sections 5(a), 5(b), 5(c) and all liabilities and obligations of the Borrowers (5(d), Borrower or any of themits Subsidiaries shall make any payment on account of the Subordinated Indebtedness in violation of such sections prior to the indefeasible payment in full in cash of the Senior Indebtedness, such payment shall be held by Lender, in trust and for the benefit of Senior Lenders and shall be paid forthwith over and delivered to the administrative agent in respect of the Senior Credit Obligations, or in the event such obligations shall have been paid in full, to the other holders of the Senior Indebtedness or their representative or the trustee under the indenture or other agreement pursuant to which any instruments evidencing any Senior Indebtedness may have been issued for application pro rata to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for any Senior Lenders. Borrower shall give Lender prompt written notice of any event which would prevent payments under Section 5(a), 5(b), 5(c) or 5(d); provided that failure to give such notice (promptly or otherwise) shall in no way modify the provisions of this Section 5 or affect the subordination effected hereby. (f) Upon any distribution of assets of Borrower or any of its Subsidiaries upon dissolution, winding up, liquidation or reorganization of Borrower (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) the Senior Lenders shall first be entitled to receive indefeasible payment in full in cash of all Senior Indebtedness (including, without limitation, post-petition interest at the rate provided in the documentation with respect to the respective Senior Indebtedness, whether or not such post-petition interest is an allowed claim against the debtor in any bankruptcy or similar proceeding) before Lender is entitled to receive any payment of any kind or character on account of the Subordinated Indebtedness; (ii) any payment or distributions of assets of Borrower or any of its Subsidiaries of any kind or character, whether in cash, property or securities to which Lender would be entitled except for the provisions of this Section 5, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or other trustee or agent, directly to Senior Lenders or their representative or representatives, or to the trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued, to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to lenders of such Senior Indebtedness; and (iii) in the event that, notwithstanding the foregoing provisions of this Section 5(f), any payment or distribution of assets of Borrower or any of its Subsidiaries of any kind or character, whether in cash, property or securities, shall be received by Lender on account of Subordinated Indebtedness before all Senior Indebtedness is indefeasibly paid in full in cash, such payment or distribution shall be received and held in trust for and shall be paid over to Senior Lenders remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been indefeasibly paid in full in cash, after giving effect to any concurrent payment or distribution to lenders of such Senior Indebtedness. Borrower shall give written notice to Lender of any dissolution, winding up, liquidation or reorganization of Borrower (whether in bankruptcy, insolvency or receivership proceedings or upon assignment for the benefit of creditors or otherwise); provided that failure to give such notice (promptly or otherwise) shall in no way modify the provisions of this Section 5 or affect the subordination effected hereby. (g) Subject to the prior indefeasible payment in full in cash of all Senior Indebtedness (whether or not due or owing), Lender shall be subrogated (to the extent that payment or distribution that otherwise would be made to Lender were made to Senior Lenders as a result of this Section 5) to the rights of Senior Lenders to receive payments or distributions of assets of Borrower or any holder of its Subsidiaries applicable to the Senior Indebtedness until all amounts owing under this Agreement shall be indefeasibly paid in full in cash, and for the purpose of such subrogation no payments or distributions to Senior Lenders by or on behalf of Borrower or any of its Subsidiaries or by or on behalf of Lender by virtue of this Section 5 which otherwise would have been made to Lender shall, as between Borrower, its creditors other than Senior Lenders, and Lender, be deemed to be payment by Borrower to or on account of the Senior Indebtedness, it being understood that the provisions of this Section 5 are and are intended solely for the purpose of defining the relative rights of Lender, on the one hand, and Senior Lenders, on the other hand. (h) Nothing contained in this Section 5 or in this Agreement is intended to or shall impair, as between Borrower and Lender, the obligation of Borrower, which is absolute and unconditional, to pay to Lender the principal of, and interest on, the Loan as set forth herein, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of Lender and creditors of Borrower other than Senior Lenders, nor shall anything herein or therein prevent Lender from exercising all remedies otherwise permitted by Applicable Law upon an Event of Default under this Agreement, subject to the provisions of this Section 5 and the rights, if any, under this Section 5 of the Senior Lenders in respect of cash, property, or securities of Borrower received upon the exercise of any such remedy. Only to the extent an order, decree or certificate gives effect to the subordination of the amounts owed under this Agreement to the Senior Indebtedness (and the order, decree or certificate states such), upon any distribution of assets of Borrower or any of its Subsidiaries referred to in this Section 5, Lender shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to Lender, for the purpose of ascertaining the Persons entitled to participate in such distribution, Senior Lenders and other indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise Borrower (collectivelyincluding the Subordinated Indebtedness), the “amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 5. (i) No right of any present or future holders of any Senior Debt”), Indebtedness to enforce subordination as such Senior Debt may be modified renewed, extended, increased or modified herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of Borrower or by any act or failure to act in good faith by any such holder, or by any noncompliance by Borrower with the terms and provisions of this Agreement, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Senior Lenders may, without in any way affecting the obligations of Lender with respect hereto, at any time or from time to time and including all principalin their absolute discretion, interestchange the manner, feesplace or terms of payment of, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unless, at change or extend the time of payment of, or renew or alter, any Senior Indebtedness or amend, modify or supplement any agreement or instrument governing or evidencing such paymentSenior Indebtedness or any other document referred to therein, all amounts then due and owing or exercise or refrain from exercising any other of their rights under or in respect of the Senior Debt have been paid in full Indebtedness including, without limitation, the waiver of default thereunder and no default exists in respect the release of the any collateral securing such Senior Debt Indebtedness all without notice to or any document evidencing, securing or relating to the Senior Debt;assent from Lender. (cj) Lender acknowledges and agrees that the Lender shall not accept any mortgageforegoing subordination provisions are, pledgeand are intended to be, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object an inducement and a consideration to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any each holder of Senior DebtIndebtedness, whether such Senior Indebtedness was created or acquired before or after the date of this Agreement or the lending of any amount hereunder, and Senior Lender shall be deemed to execute have relied upon such subordination provision in acquiring and deliver continuing to hold (or agreeing to amend) such holder a confirmation Senior Indebtedness. (k) Notwithstanding anything to the contrary in this Section 5, Borrower may make any payment of any Subordinated Indebtedness with the consent of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Required Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsLenders.

Subordination. The Lender hereby agrees as follows: (a) the payment All Junior Obligations, and all rights and remedies of the Obligations is subordinated andJunior Lender with respect thereto, subject are and shall continue at all times to the be subject, subordinate and junior in right of payment to the extent and Senior Obligations including, without limitation, all interest on the Senior Obligations at the rate stated in the manner set forth in paragraph (b) belowSenior Loan Agreement from the date of the filing by or against Borrower of a petition under any bankruptcy, postponed insolvency or similar law to the repayment date of the indefeasible payment in full of the Senior Obligations (“Postpetition Interest”). The term “Junior Obligations,” as used in this Agreement, shall mean and include the principal amount of and the premium, if any, and interest on all indebtedness and other indebtedness of the Borrowers (or any of them) and all liabilities and monetary obligations of Borrower to the Borrowers (Junior Lender under the Junior Agreement and the Junior Note, together with all fees, costs and expenses relating thereto, whether direct or any of them) to any holder of such indebtedness of any kindcontingent, now or hereafter existing, direct due or indirectto become due to, absolute or contingent, joint held or severalto be held by the Junior Lender, whether as created directly or acquired by assignment or otherwise, including, without limitation, all principal or surety of and whether under a credit agreementpremium, promissory noteif any, guarantee or otherwise and interest on the Junior Note (collectivelyincluding extensions, modifications, refinancings, renewals and refundings thereof). For the avoidance of doubt, the “Senior Debt”)obligation of Borrower to issue equity or equity related securities to the Junior Lender pursuant to the Junior Note, as such Senior Debt may be modified renewed, extended, increased any payments on or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any equity or equity related securities and any exercise of rights by the Junior Lender with respect to any equity or equity related securities as the holder thereof (as long as such rights do not constitute an Enforcement Action) shall not constitute Junior Obligations. The term “Senior Obligations,” as used in this Agreement, shall mean and include the principal amount of and the premium, if any, and interest (including Postpetition Interest) and all other amounts on all of the Obligations unlessincluding, at the time of such paymentwithout limitation, all amounts then fees, costs and expenses relating thereto, whether direct or contingent, now or hereafter existing, due and owing under or in respect of to become due to, or held or to be held by, the Senior Debt have been paid in full Lender, whether created directly or acquired by assignment or otherwise (including extensions, modifications, refinancings, renewals and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and (f) the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsrefundings thereof).

Subordination. The Lender hereby agrees as follows: (a) the payment of the Obligations is subordinated and, subject Anything in this Agreement to the contrary notwithstanding, the Indebtedness evidenced by this Agreement shall be subordinate and junior in right of payment in full in cash, to the extent and in the manner hereinafter set forth forth, to all indebtedness or other liabilities of the Borrower outstanding from time to time arising under the Bank Loan Agreement (as in paragraph effect on the date hereof, or as may be modified with the prior written consent of Lender), including any interest accruing after the commencement of any proceedings referred to in clause (b) below, postponed whether or not such interest is an allowed claim in any such proceeding (all such indebtedness or other liabilities and interest being herein called “Senior Indebtedness”): (a) the holders of Senior Indebtedness shall be entitled to the repayment receive payment in full in cash of all amounts constituting Senior Indebtedness before the Lender is entitled to receive any payment on account of this Agreement or the Note and, in that connection, unless and until the principal of, and interest on, and all other indebtedness amounts in respect of, all Senior Indebtedness shall have been paid full in cash (i) no payment on account of the Borrowers (principal of, or interest on, or any of them) other amount in respect of, this Agreement or the Note or any judgment with respect thereto (and all liabilities and obligations no payment on account of the Borrowers purchase or redemption or other acquisition of this Agreement or the Note) shall be made by or on behalf of the Borrower and (ii) the Lender shall not (x) ask, demand, ▇▇▇ for, take or receive from the Borrower, by set-off or in any other manner any payment on account of the principal of, or interest on, or any other amount in respect of, this Agreement or the Note or (y) seek any other remedy allowed at law or in equity against the Borrower for breach of them) the Borrower’s obligations under this Agreement or the Note; provided, however, that the Borrower may make, and the Lender shall be entitled to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety receive and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way retain from time to time and including all principaltime, interest, fees, expenses and other amounts owing from time to time payments in respect of the principal of and interest of this Agreement or the Note so long as no Default or Event of Default under and as defined in the Credit Agreement shall have occurred and be continuing at the time, or after giving effect to, such Senior Debtpayment or prepayment; (b) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts constituting Senior Indebtedness before the Lender may not receive is entitled to receive, or make any demand for, any payment on account of this Agreement or the Note, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities; and (c) if any payment or distribution of any character, including by any exercise of any right of setoff by the Lender, whether in cash, securities or other property, in respect of any Obligations unless, at this Agreement or the time of such payment, Note shall (despite these subordination provisions) be received by the Lender before all amounts then due and owing under or in respect of the Senior Debt Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and no default exists in respect shall be paid over or delivered to, the holders of the Senior Debt Indebtedness (or any document evidencingtheir representatives), securing or relating ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec Indebtedness in full. No present or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any future holder of Senior DebtIndebtedness shall be prejudiced in its right to enforce subordination of this Agreement or the Note by any act or failure to act on the part of the Borrower or by any act or failure to act, in good faith on the part of such holder or any trustee or agent for such holder. The foregoing provisions are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and the Lender on the other hand, and nothing herein shall impair, as between the Borrower and the Lender, the obligation of the Borrower, which is unconditional and absolute, to execute and deliver to such holder a confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice pay to the rights Lender the principal hereof and interest hereon in accordance with the terms hereof, nor shall anything herein prevent the Lender from exercising all remedies otherwise permitted by applicable law in respect hereof, subject to the rights, if any, under this Agreement and the Note of any holder holders of Senior Debt that does not request Indebtedness to receive cash, property or receive such a confirmation; and (f) securities otherwise payable or deliverable to the Borrowers are not restricted from incurring indebtedness Payee. Additionally, without the prior written consent of Lender, neither the Bank Loan Agreement nor any other document evidencing or charging their property and undertaking to secure securing the Senior Indebtedness may be amended, modified or supplemented, in any indebtedness or other obligationsmaterial respect.