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 XxXxxxxx'x xxxxxxx 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 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. 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) 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. (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, xxx 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, xxx 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 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) 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 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) 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 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) 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: (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 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 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 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 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, xxx 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 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) 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 Junior Lender hereby agrees subordinates payment and performance by the Obligor (as follows: (adefined herein) the payment of all and each part 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 evidenced by the Borrowers (or any of them) to any holder of such indebtedness of any kindSubordinated Note, whether now existing or hereafter existingincurred, created or evidenced, direct or indirect, absolute or contingent, joint due or severalto become due, whether howsoever such indebtedness or obligations may be hereafter extended, renewed, or evidenced (all such Subordinated Note indebtedness and obligations being hereinafter referred to as principal the “Subordinated Obligations”) to the prior payment and performance in full to Lender, its successors and assigns, of all and each part of the indebtedness, obligations, and liabilities, direct or surety indirect, absolute or contingent, related or unrelated, due or to become due, now existing or hereafter arising and whether under a credit agreementincurred alone or with others, promissory notefor which Obligor may now or hereafter be obligated to Lender, guarantee or otherwise (collectivelyincluding, the “Senior Debt”)without limitation, as such Senior Debt may be modified renewed, extended, increased or modified in any way all interest accruing from time to time on the foregoing whether before or after the commencement of any case or proceeding under the Bankruptcy Code (whether or not a claim for that interest is allowed in such case or proceeding) (all such indebtedness, obligations, and including all principalliabilities owing to a Lender shall hereinafter be referred to as the “Debt”) and any collateral, interestmortgages, feesguarantees, expenses and other amounts owing from time security granted to time in respect of such Senior Debt; Lender therefor (bthe “Lender Collateral”) and any other supporting obligations therefor. As used herein, “Obligor” shall mean the Lender may not receive Borrower and each other person or other entity that owes, guarantees, or provides collateral or other credit support for, 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 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 Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Common Collateral or of any Liens securing the First Lien Obligations granted on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second Lien Credit Documents or any other circumstance whatsoever, the Second Lien Collateral Trustee, on behalf of itself and the Second Lien Claimholders, hereby agrees as follows: that: (a) any Lien on the payment Common Collateral securing any First Lien Obligations now or hereafter held by or on behalf of any First Lien Claimholder Representative or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Common Collateral securing any of the Obligations is subordinated and, subject to the right of payment to the extent Second Lien Obligations; 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 any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, Common Collateral now or hereafter existingheld by or on behalf of the Second Lien Collateral Trustee, direct any Second Lien Claimholders or indirect, absolute any agent or contingent, joint or severaltrustee therefor regardless of how acquired, whether as principal by grant, possession, statute, operation of law, subrogation or surety otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any First Lien Obligations. All Liens on the Common Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second Lien Obligations for all purposes, whether under a credit agreementor not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of Parent, 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 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 obligationsPerson.

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 Originator shall have the right to receive, and the Buyer shall make, any and all payments and prepayments relating to the loans made under this Subordinated Note, provided that, after giving effect to any such payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Purchase Agreement) owned by the Buyer at such time exceeds the sum of (i) the Aggregate Unpaids (as defined in the Purchase Agreement) outstanding at such time under the Purchase Agreement, plus (ii) the aggregate outstanding principal balance of all loans made under this Subordinated Note. The Originator hereby agrees as follows: (a) that at any time during which the payment conditions set forth in the proviso of the Obligations is subordinated andimmediately preceding sentence shall not be satisfied, subject to the Originator shall be subordinate in right of payment to the extent and in prior payment of any indebtedness or obligation of the manner set forth in paragraph (b) below, postponed Buyer owing to the repayment in full Administrative Agent or any Purchaser under that certain Receivables Purchase Agreement, dated as of all other indebtedness April 5, 2011 by and among the Buyer, Commercial Metals Company, as initial Servicer, the Purchasers from time to time party thereto, and Xxxxx Fargo Bank, N.A., as the “Administrative Agent” (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Administrative Agent and each of the Borrowers (or Purchasers and/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 their respective assignees (collectively, the “Senior DebtClaimants”)) under the Purchase Agreement. Until the date on which the “Aggregate Invested Amount” outstanding under the Purchase Agreement has been repaid in full and all other obligations of the Buyer and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, as such collectively, the “Senior Debt may be modified renewedClaim”) have been indefeasibly paid and satisfied in full, extended, increased or modified the Originator shall not institute against the Buyer any proceeding of the type described in the definition of “Event of Bankruptcy” in the Sale Agreement unless and until the Termination Date has occurred. Should 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 distribution or security or proceeds thereof be received by the Originator in violation of this Section 4, the Originator agrees that such payment shall be segregated, received and owing under or held in respect trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Administrative Agent for the benefit 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 obligationsClaimants.

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, sxx 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 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 Lxxxxx X. Xxxxxx 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. Section 1.01 The Lender parties hereto hereby agrees as follows: acknowledge and agree that any Management Fees are intended to be, and shall be, subordinated to: (ai) the prior payment in full in cash of the Obligations under the ABL Credit Agreement and the other Loan Documents, including, without limitation, all principal amounts, reimbursement obligations, interest and fees (including any interest and fees accruing subsequent to a Proceeding (as defined below) whether or not such interest or fees constitute allowed claims in any such Proceeding), and premium, if any, and (ii) termination of the commitments in respect thereof (the occurrence of the events specified in both clauses (i) and (ii) of this paragraph, the “Discharge of ABL Obligations”). Section 1.02 The parties hereto hereby acknowledge and agree that any Management Fees are intended to be, and shall be, subordinated to: (i) the prior payment in full in cash of the Obligations under the Term Loan Credit Agreement and the other Loan Documents, including, without limitation, all principal amounts, reimbursement obligations, interest and fees (including any interest and fees accruing subsequent to a Proceeding (as defined below) whether or not such interest or fees constitute allowed claims in any such Proceeding), and premium, if any, and (ii) termination of the commitments in respect thereof (the occurrence of the events specified in both clauses (i) and (ii) of this paragraph, the “Discharge of Term Loan Obligations” and, together with the “Discharge of ABL Obligations, the “Discharge of Obligations”). Section 1.03 The parties hereto hereby agree that any payment or distribution of any kind or character by any Company to Holdings for payment to JCP (or any Affiliate thereof) under the Management Agreement, whether in cash, property, securities (other than Permitted Junior Securities (as defined below)) or otherwise (a “Management Fee Payment”) is subordinated and, subject to the right of payment Obligations to the extent and in the manner set forth provided in paragraph this Agreement. The parties hereto hereby agree that no Management Fee Payment shall be made, directly or indirectly, by or on behalf of Holdings (b) below, postponed to the repayment in full extent made with any payment or distribution from a Company) or any Company following the occurrence and during the continuation of all other indebtedness a Default or an Event of Default until the Discharge of the Borrowers Obligations; provided that, so long as no Event of Default under Sections 8.01(g) or (h) of each Credit Agreement has occurred and is then continuing, the Companies may make the payments to Holdings or JCP to the extent (and only to the extent) expressly permitted by Section 6.08 of each Credit Agreement. For purposes of this Agreement, “Permitted Junior Securities” shall mean any unsecured debt or equity securities of Holdings or any of them) and all liabilities and obligations of the Borrowers (or any of them) Company that are distributed 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 JCP in respect of any Obligations unless, at the time Management Fee Payments pursuant to a confirmed plan of such payment, all amounts then due and owing under reorganization or adjustment that (i) are subordinated in respect right 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 Senior Debt; Obligations to at least the same extent as the Management Fee Payments are subordinated to the Obligations pursuant to this Agreement, and (cii) do not have any material terms, and are not subject to or entitled to the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking benefit of any Borrower in respect of agreement or instrument that has material terms, that are less favorable (taken as a whole) to the Obligations; (d) Lenders than are 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 terms 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 obligationsManagement Agreement.

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. 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 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, xxx 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 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 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, xxx 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. (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, xxx 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, xxx 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. 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 Xxxxxx, 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) 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 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, xxx 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 (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 Each Creditor hereby agrees as follows: (a) the payment to subordinate all of the Obligations is subordinated and, subject Subordinated Debt to the right full and final payment and Discharge of payment Senior Debt (including, without limitation, with respect to any Lien granted by any Debtor in favor of any Creditor) on the terms set forth herein. Without limiting the generality of the foregoing, 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 any Debtor or the proceeds thereof to any Creditor (except to the extent such distribution, division or application is permitted under the terms of the Credit Agreement) or upon any payment or distribution to any Creditor by reason of an Insolvency Proceeding, 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 manner set forth in paragraph (b) belowSubordinated Debt, postponed shall be paid or delivered directly 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) Agent for application 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 (whether or not the same is then due) until the Discharge of Senior Debt. Each Debtor’s and no default exists in respect each Creditor’s books shall be marked to evidence the subordination of all of the Senior Subordinated Debt or any document evidencing, securing or relating to the Senior Debt; (c) the Lender . The subordination provisions of this Section 2 shall not accept remain in full force and effect notwithstanding any mortgageamendment, pledgesupplement, hypothec restatement, replacement, Refinancing or other chargemodification with respect to the Credit Agreement and the Obligations of the Debtors thereunder (including, lien or encumbrance without limitation, all costs, expenses and interest accruing on any property, asset or undertaking the Senior Debt after the commencement of any Borrower Insolvency Proceeding whether or not such costs, expenses or interest would be allowed 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 obligationsInsolvency Proceeding).

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 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, xxx 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. (i) The Lender hereby Guarantor agrees as follows: (a) the payment that any and all claims of the Obligations is subordinated andGuarantor against Brooke Credit or the Parent, any endorser or any other guarantor of all or any part of the Brooke 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 the manner set forth in paragraph (b) belowcash, postponed of all Brooke 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, extendedxxx 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 Brooke Credit or the Parent. Notwithstanding any right of the Guarantor to ask, demand, xxx for, take or receive any payment in respect of any Obligations unless, at the time of such paymentSubordinated Indebtedness from Brooke Credit or the Parent, all amounts then rights, liens and security interests of the Guarantor, whether now or hereafter arising and howsoever existing, in any asset of Brooke Credit or the Parent (whether constituting part of the security or collateral given to the Agent to secure payment of all or any part of the Brooke Obligations or otherwise) shall be and hereby are subordinated to the rights of 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 Brooke Credit or the Parent or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Brooke Obligations shall have been fully paid and satisfied and all financing arrangements between the Borrower, the Agent and the Lender have been terminated. (b) If all or any part of the assets of Brooke Credit or the Parent, or the proceeds thereof, are subject to any distribution, division or application to the creditors of Brooke Credit or the Parent, 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 Brooke Credit or the Parent is dissolved or if substantially all of the assets of Brooke Credit or the Parent 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, xxx 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 Brooke 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 Brooke Obligations and the termination of all financing arrangements between the Borrower and the Lender, the Guarantor shall (to the extent of unpaid Brooke 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 Brooke 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 Brooke Obligations have been paid in full (in cash) and no default exists in respect satisfied (except for contingent indemnification obligations) and all financing arrangements between the Borrower 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 Brooke Credit or the Parent, 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 hereby agrees as follows: (a) the payment of the Obligations is The Notes will be 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. Accordingly, upon: (i) any payment by, or distribution of the Borrowers (assets of, the Company upon its dissolution, winding-up, liquidation 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 severalreorganization, whether as principal voluntary or surety and whether under a credit agreementinvoluntary or in bankruptcy, promissory noteinsolvency, guarantee receivership 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 Debtproceedings; (bii) a failure to pay any interest, principal or other monetary amounts due on any Senior Indebtedness when due and continuance of that default beyond any applicable grace periods; or (iii) acceleration of the Lender may not maturity of any Senior Indebtedness as a result of a default; holders of all Senior Indebtedness will be entitled to receive: (A) in the case of clause (i) above, payment of all amounts due or to become due on all Senior Indebtedness; or (B) in the case of clauses (ii) and clause (iii) above, payment of all amounts due on all Senior Indebtedness, before Holders of the Notes are entitled to receive any payment payment. So long as any events in respect clauses (i), (ii) or (iii) above has occurred and is continuing, any amounts payable or assets distributable on the Notes will instead be paid or distributed, as the case may be, directly to holders of any Obligations unlessSenior Indebtedness to the extent necessary to pay, at in the time case of such paymentclause (i) above, all amounts then due or to become due upon all such Senior Indebtedness, or, in the case of clauses (ii) and (iii) above, all amounts due on all such Senior Indebtedness, and, if any such payment or distribution is received by the Trustee or Holders of any of the Notes before all Senior Indebtedness due and owing under to become due, as applicable, is paid, such payment or in respect distribution must be paid over to holders of the unpaid 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 obligationsIndebtedness.

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 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 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. 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, xxx 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) 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 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) 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 Xxxxxx X. Xxxxxx 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) 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 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 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) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CERTIFICATE OF DESIGNATION 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, xxx 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 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 hereby agrees as follows: (a) The parties hereto hereby acknowledge and agree that any Services Fees are intended to be, and shall be, subordinated to: (i) the prior payment in full in cash of the Obligations under the ABL Credit Agreement and the other Loan Documents, including, without limitation, all principal amounts, reimbursement obligations, interest and fees (including any interest and fees accruing subsequent to a Proceeding (as defined below) whether or not such interest or fees constitute allowed claims in any such Proceeding), and premium, if any, and (ii) termination of the commitments in respect thereof (the occurrence of the events specified in both clauses (i) and (ii) of this paragraph, the “Discharge of ABL Obligations”). (b) The parties hereto hereby acknowledge and agree that any Services Fees are intended to be, and shall be, subordinated to: (i) the prior payment in full in cash of the Obligations under the Term Loan Credit Agreement and the other Loan Documents, including, without limitation, all principal amounts, reimbursement obligations, interest and fees (including any interest and fees accruing subsequent to a Proceeding (as defined below) whether or not such interest or fees constitute allowed claims in any such Proceeding), and premium, if any, and (ii) termination of the commitments in respect thereof (the occurrence of the events specified in both clauses (i) and (ii) of this paragraph, the “Discharge of Term Loan Obligations” and, together with the “Discharge of ABL Obligations, the “Discharge of Obligations”). (c) The parties hereto hereby agree that any payment or distribution of any kind or character by any Company to Holdings for payment to Edgen (or any Affiliate thereof) under the Services Agreement, whether in cash, property, securities (other than Permitted Junior Securities (as defined below)) or otherwise (a “Services Fee Payment”) is subordinated and, subject to the Obligations. The parties hereto hereby agree that no Services Fee Payment shall be made, directly or indirectly, by or on behalf of Holdings (to the extent made with any payment or distribution from a Company) or any Company following the occurrence and during the continuation of a Default or an Event of Default; provided that, so long as no Event of Default under Section 8.01(g) or (h) of each Credit Agreement has occurred and is then continuing, the Companies may make the payments to Holdings or Edgen to the extent (and only to the extent) expressly permitted by Section 6.08 of each Credit Agreement and notwithstanding the occurrence or continuation of a Default or an Event of Default or any other provision of this Agreement, Edgen may receive its out-of-pocket expenses as set forth in the Services Agreement (but subject at all times to any maximum threshold set forth in Section 6.08 of each Credit Agreement). For purposes of this Agreement, “Permitted Junior Securities” shall mean any unsecured debt or equity securities of Holdings or any Company that are distributed to Edgen in respect of any Services Fee Payments pursuant to a confirmed plan of reorganization or adjustment that (i) are subordinated in right of payment to the Obligations to at least the same extent as the Services Fee Payments are subordinated to the Obligations pursuant to this Agreement, and in (ii) do not have any material terms, and are not subject to or entitled to the manner benefit of any agreement or instrument that has material terms, that are less favorable (taken as a whole) to the Lenders than the terms 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 obligationsServices Agreement.

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 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 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: (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 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) 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) 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. 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Subordination. The (a) 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 the Junior Lien Lender on the Shared Collateral or of any Liens granted to the Senior Lien Representative or any of the other Senior Lien Secured Parties on the Shared Collateral (or any actual or alleged defect in any of the foregoing as a result of an avoidance action or otherwise) and notwithstanding any provision of the UCC, any applicable law, any Junior Lien Debt Document or any Senior Lien Debt Document or any other circumstance whatsoever, the Junior Lien Lender hereby agrees as follows: that (a) any and all Liens on the payment Shared Collateral securing any and all Senior Lien Obligations now or hereafter held by or on behalf of the Senior Lien Representative or any of the other Senior Lien Secured Parties 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 and all Liens on the Shared Collateral securing any and all Junior Lien 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 Liens on the Shared Collateral securing any and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, all Junior Lien Obligations now or hereafter existingheld by or on behalf of the Junior Lien Lender, 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 be junior and subordinate in all respects to any and all Liens on the Shared Collateral securing any and all Senior Lien Obligations. Any and all Liens on the Shared Collateral securing any and all Senior Lien Obligations shall be and remain senior in all respects and prior to any and all Liens on the Shared Collateral securing any and all Junior Lien Obligations, and any and all Liens on the Shared Collateral securing any and all Junior Lien Obligations shall be and remain junior and subordinate in all respects to any and all Liens on the Shared Collateral securing any and all Senior Lien Obligations, in each case, for all purposes, whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “not such Liens securing any and all Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in Lien Obligations are subordinated to any way from time to time and including all principal, interest, fees, expenses and Lien securing any other amounts owing from time to time in respect of such Senior Debt; (b) the Lender may not receive any payment in respect obligation 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 Grantor or any document evidencingother Person or are otherwise subordinated, securing voided, avoided or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec invalidated 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 lapsed.

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) the payment of the Obligations is principal of, premium, if any, and interest on, the Notes will be subordinated and, subject to the in right of payment to the extent and in the manner payment, as set forth in paragraph (b) belowthe Indenture, postponed to the repayment prior payment in full of all Senior Indebtedness in cash or cash equivalents or in any other form as acceptable to the holders of Senior Indebtedness. The Notes will be senior subordinated indebtedness of the Borrowers Company ranking pari passu with all other existing and future senior subordinated indebtedness of the Company and senior to all existing and future Subordinated Indebtedness of the Company. (Section 1201) During the continuance of any default in the payment of any Designated Senior Indebtedness no payment (other than payments previously made pursuant to the provisions described under "-- Defeasance or Covenant Defeasance of Indenture") or distribution of any assets of themthe Company of any kind or character (excluding certain permitted equity interests or subordinated securities) shall be made on account of the principal of, premium, if any, or interest on, the Notes or on account of the purchase, redemption, defeasance or other acquisition of, the Notes unless and until such default has been cured, waived or has ceased to exist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or cash equivalents or in any other form as acceptable to the holders of Senior Indebtedness after which the Company shall resume making any 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 required payments in respect of the Notes, including any missed payments. During the continuance of any non-payment default with respect to any Designated Senior Debt Indebtedness pursuant to which the maturity thereof may be accelerated (a "Non-payment Default") and after the receipt by the Trustee from a representative of the holder of any Designated Senior Indebtedness of a written notice of such Non-payment Default, no payment (other than payments previously made pursuant to the provisions described under "-- Defeasance or Covenant Defeasance of Indenture") or distribution of any assets of the Company of any kind or character (excluding certain permitted equity or subordinated securities) may be made by the Company on account of the principal of, premium, if any, or interest on, the Notes or on account of the purchase, redemption, defeasance or other acquisition of, the Notes for the period specified below (the "Payment Blockage Period"). The Payment Blockage Period shall commence upon the receipt of notice of the Non-payment Default by the Trustee and the Company from a representative of the holder of any Designated Senior Indebtedness and shall end on the earliest of (i) the first date on which more than 179 days shall have elapsed since the receipt of such written notice (provided such Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated), (ii) the date on which such Non-payment Default (and all Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) are cured, waived or ceased to exist or on which such Designated Senior Indebtedness is discharged or paid in full in cash or cash equivalents or in any other form as acceptable to the holders of Designated Senior Indebtedness or (iii) the date on which such Payment Blockage Period (and no default exists all Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) shall have been terminated by written notice to the Company or the Trustee from the representatives of holders of Designated Senior Indebtedness initiating such Payment Blockage Period, after which, in the case of clauses (i), (ii) and (iii), the Company shall promptly resume making any and all required payments in respect of the Notes, including any missed payments. In no event will a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Company or the Trustee of the notice initiating such Payment Blockage Period (such 179-day period referred to as the "Initial Period"). Any number of notices of Non-payment Defaults may be given during the Initial Period; provided that during any 365-day consecutive period only one Payment Blockage Period during which payment of principal of, or interest on, the Notes may not be made may commence and the duration of the Payment Blockage Period may not exceed 179 days. No Non-payment Default with respect to Designated Senior Debt Indebtedness which existed or any document evidencing, securing or relating to was continuing on the Senior Debt; (c) date of the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking commencement of any Borrower in respect Payment Blockage Period will be, or can be, made the basis for the commencement of the Obligations; a second Payment Blockage Period, whether or not within a period of 365 consecutive days, unless such default has been cured or waived for a period of not less than 90 consecutive days. (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.Section 1203)

Subordination. The Lender hereby agrees as follows: (a) the payment Each Subordinated Creditor agrees, for itself and each future holder of the Subordinated Obligations, that the Subordinated Obligations is subordinated and, subject to the are expressly 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 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 As used herein, "subordinate and junior in right of payment" shall mean that: (i) No payment in respect or prepayment of any principal, premium (if any) or interest on account of a Subordinated Obligations unlessand no repurchase, redemption or other retirement (whether at the option of the holder or otherwise) of a Subordinated Obligations shall be made so long as this Agreement is effective; provided that (A) payments of interest may be made from any source, and (B) payments or prepayments of principal may be made from any source other than the proceeds (whether used directly or indirectly, and whether the purpose of such use is immediate, incidental or ultimate) of Loans, in each case, if, at the time of such paymentpayment of interest or payment or prepayment of principal and immediately after giving effect thereto (x) there shall not exist a default in the payment or prepayment of any principal of or interest on any Senior Debt and (y) there shall not have occurred a default (other than a default in the payment or prepayment of principal of or interest on any Senior Debt) permitting (or which, with the giving of notice or lapse of time or both, would permit) the holder or holders of Senior Debt to accelerate the maturity thereof (unless such default shall have been cured or waived) (it being understood that for purposes of determining whether a default has occurred under Section 5.09 of the Credit Agreement, such payment or prepayment shall be deemed to have occurred, and any related Debt shall be deemed to have been incurred, on the last day of the most recent period for which a certificate was required to have been delivered pursuant to Section 5.01(c) of the Credit Agreement, and compliance with Section 5.09 shall be retested as of such date); (ii) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings, relative to the Borrower or to its creditors, as such, or to its property, or in the event of any proceeding for voluntary liquidation, dissolution or other winding up of the CINGULAR WIRELESS LLC EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth Corporation, Cellular Credit Corporation and Cingular Wireless LLC dated November 17, 2003 EXHIBIT 10.56 Borrower, whether or not involving insolvency or bankruptcy, then the holders of all amounts then due Senior Pari Passu Debt shall be entitled to receive payment in full in cash of all Senior Pari Passu Debt before the holders of the Subordinated Obligations are entitled to receive any payment on account of the Subordinated Obligations, and owing under to that end the holders of the Senior Pari Passu Debt shall be entitled to receive pro rata distributions 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 Subordinated Obligations; (iii) If any Subordinated Obligation is declared or otherwise becomes due and payable (under circumstances when the provisions of the foregoing paragraphs (i) or (ii) are not applicable, whether as a result of the occurrence of an event of default under such Subordinated Obligations or otherwise), the holders of Senior Pari Passu Debt have been outstanding at the time such Subordinated Obligations so become due and payable shall be entitled to receive payment in full of all Senior Pari Passu Debt before the holders of the Subordinated Obligations are entitled to receive any payment on account of the Subordinated Obligations; (iv) If, notwithstanding the occurrence of any of the events described in paragraphs (i) (other than a payment permitted by the proviso thereto), (ii) and (iii), any such payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, shall be received by the holders of Subordinated Obligations before all Senior Pari Passu Debt is paid in full in cash, or provision made for such payment in a manner satisfactory to the Administrative Agent on behalf of the Lenders and no each other holder of Senior Pari Passu Debt (or such holder's representative), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Pari Passu Debt or their representative or representatives, as their respective interests may appear, for application to the payment of all Senior Pari Passu Debt remaining unpaid to the extent necessary to pay such Senior Pari Passu Debt in full in cash, in accordance with its terms, after giving effect to any concurrent payment or distribution to all holders of such Senior Pari Passu Debt; and (v) No holder of Senior Debt shall be prejudiced in its right to enforce subordination of the Subordinated Obligations by any act or failure to act on the part of the Borrower; provided that the foregoing provisions are solely for the CINGULAR WIRELESS LLC EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth Corporation, Cellular Credit Corporation and Cingular Wireless LLC dated November 17, 2003 EXHIBIT 10.56 purpose of defining the relative rights of the holders of Senior Debt, on the one hand, and the holders of Subordinated Obligations, on the other hand, and that nothing herein shall impair, as between the Borrower and the holders of the Subordinated Obligations, the obligation of the Borrower, which shall be unconditional and absolute, to pay to the holders of the Subordinated Obligations the principal and premium (if any) thereof and interest thereon in accordance with its terms, nor shall anything therein prevent the holders of the Subordinated Obligations from exercising all remedies otherwise permitted by applicable law or the instruments pursuant to which the Subordinated Obligations were issued upon default exists thereunder, subject to the rights under paragraphs (i), (ii), (iii), and (iv) above of a holder of Senior Pari Passu Debt to receive cash, property or securities otherwise payable or deliverable to the holders of the Subordinated Obligations. (c) The expressions "prior payment in full," "payment in full," "paid in full", "fully paid and satisfied" and any other similar terms or phrases when used in this Agreement with respect to the Senior Debt shall mean (i) the full and final payment in cash, in immediately available funds, of all of the Senior Debt, and (ii) the termination of the Credit Agreement. To the extent any payment of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar laws, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any document evidencingSenior Debt is declared to be fraudulent, securing invalid or relating otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar laws, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would become due with respect thereto had such obligations not been so affected) shall be deemed to the be reinstated and outstanding as Senior Debt; (c) the Lender shall Debt for all purposes hereof as if such declaration, invalidity or setting aside 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;occurred. (d) Notwithstanding any other provision of this Agreement, the Lender Borrower shall have the right to make, and the Subordinated Creditors shall have the right to receive and to retain, any payment or voluntary prepayment by the Borrower of any CINGULAR WIRELESS LLC EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth Corporation, Cellular Credit Corporation and Cingular Wireless LLC dated November 17, 2003 EXHIBIT 10.56 Subordinated Obligation as contemplated by the proviso to paragraph (i) of subsection 2.1(b) if, immediately after giving effect thereto, there shall not initiate exist a default in the payment or prosecute any claim, action or other proceeding challenging the enforceability prepayment of any Senior Debt principal of or object to any borrowing under interest on 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 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) the payment proceedings for voluntary liquidation, dissolution, or other winding-up of the Obligations is subordinated andMaker, subject whether or not involving 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 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) upon this Note. The provisions of this Section 4 are for the Lender may not receive any payment in respect purpose of any Obligations unless, at defining the time of such payment, all amounts then due and owing under or in respect 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 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 (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 document evidencingcollateral security for the Subordinated Indebtedness; provided, securing that so long as no Default or relating 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 Senior Debt;case of property other than cash) as security for, the Guaranty Obligations. (cf) the Lender Guarantor shall, and shall not accept use its best efforts to cause 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 to, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debt; (e) the Lender agreesafter a written request by Lender, at the request of any holder of Senior Debt, 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) 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 mark xxx 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 to which a Borrower would be entitled shall be made directly to the Agent, (b) each Borrower shall promptly file a claim or claims, in the form required in such proceedings, for the full outstanding amount of the Intercompany Debt, and no default exists shall use its best efforts to cause such claim or claims to be approved and all payments and other distributions in respect of the Senior Debt or any document evidencing, securing or relating thereof to be made directly to the Senior Debt; Agent, and (c) each Borrower hereby irrevocably agrees that the Lender shall not accept any mortgageAgent may, pledgein its sole discretion, 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 name of any holder of Senior Debt that does not request such Borrower 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.110 80

Subordination. The In consideration of the Series A Investors agreeing to consent to the Lender hereby agrees and the Borrower entering into the Shareholder Loan Agreement and the Borrower borrowing the Shareholder Loan, the Lender and the Borrower agree that so long as followsthe Senior Obligations, or any part thereof, remains outstanding: (a) the Borrower will not make, and the Lender will not receive, any payment (whether of the Obligations is subordinated andinterest, 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 indemnity or otherwise) under the Shareholder Loan Agreement during any Senior DebtDefault Period; (b) The Borrower will not make, and the Lender may will not receive receive, any payment (whether of principal, interest or otherwise) under the Shareholder Loan Agreement during a Redemption Stop Period. (c) in respect of the event the Lender receives any Obligations unless, at the time of such payment, all amounts then due and owing under or monies in respect of the Shareholder Loan during a Senior Debt have been paid Default Period or during a Redemption Stop Period, it irrevocably and unconditionally undertakes to remit to the Series A Investors (or in full accordance with their written directions) any and no default exists in respect all such monies immediately upon receipt 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 Obligationssame; (d) the Lender Subordinated Indebtedness is and shall remain unsecured by any Security; and is not, and shall not initiate or prosecute any claimbecome capable of being, action or other proceeding challenging the enforceability of any Senior Debt or object subject to any borrowing under any Senior Debtright of set-off or counterclaim; (e) the Borrower and the Lender agrees, at shall not increase the request rate of interest applicable to the Shareholder Loan or increase any holder of Senior Debt, to execute and deliver to such holder a confirmation other amount payable under the Shareholder Loan or amend the terms of the subordination provided for herein Shareholder Loan or this Agreement in the form attached as Exhibit C, but without prejudice any manner adverse to the Series A Investors, nor assign or transfer any or all of their respective rights and obligations under the Shareholder Loan Agreement, without the prior written consent of any holder of Senior Debt that does not request or receive such a confirmationthe Series A Investors; and (f) the Borrowers are Borrower shall not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsprepay the Shareholder Loan (except where such prepayment is made with the proceeds of an IPO) without prior written consent of each of the Series A Investors.

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 Senior Debt have been 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 full and no default exists in respect 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 any document evidencingtheir representatives, securing or relating 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 (civ) by acceptance of this Note, the Lender Holder further agrees that (a) at the Borrower’s request from time to time, the Holder 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 execute and deliver such instruments as the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability holder of any Senior Debt or object may require to any borrowing 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, and (b) the Holder hereby appoints each executive officer of Taglich Brothers, Inc. (as determined in the rules under the Securities Exchange Act of 1934), acting individually, its agent and attorney-in-fact to execute and deliver, in the name and on behalf of the Holder, 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; (e) . The foregoing provisions are solely for the Lender agrees, at purpose of defining the request relative rights of any holder the 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 Each Credit Party hereby agrees as follows: (aand reaffirms and continues it agreement under the Restated Subordination Agreement) the payment of the Obligations is subordinated andthat all claims and demands, 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 (interest accrued or any of them) to any holder of such indebtedness of any kindthat may hereafter accrue thereon, 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 unlessSubordinated Debt are subject and subordinate to the prior indefeasible payment and satisfaction in full in cash of all Senior Obligations. In furtherance of and not in limitation of the foregoing: (i) no payment or prepayment of any principal or interest on account of, and no repurchase, redemption or other retirement (whether at the option of the holder or otherwise) of Subordinated Debt shall be made, if at the time of such payment, prepayment, repurchase, redemption or retirement or immediately after giving effect thereto there shall exist a Default or Event of Default; (ii) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relating to any Credit Party 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 any Credit Party, whether or not involving insolvency or bankruptcy, then the holders of Senior Obligations shall be entitled to receive final, indefeasible payment in full in cash of all amounts then due Senior Obligations (including interest thereon accruing after the commencement of any such proceedings, whether or not allowed or allowable as a claim in such proceedings) (and owing under the LC Exposure shall have been reduced to zero, the Revolving Credit Commitments shall have terminated and there shall be no outstanding Banking Services Obligations), before the holders of the Subordinated Debt (including any other Credit Party) shall be entitled to receive any payment or other distribution on account of the Subordinated Debt, and to that end the holders of Senior Obligations shall be entitled to receive distributions 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 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 Subordinated Debt; (ciii) in the Lender event that any Subordinated Debt is declared due and payable before its expressed maturity because of the occurrence of an event of default (under circumstances when the provisions of the foregoing paragraphs (i) or (ii) are not applicable), the holders of the Senior Obligations outstanding at the time such Subordinated Debt so becomes due and payable because of such occurrence of such an event of default shall not accept be entitled to receive final, indefeasible payment in full in cash of all Senior Obligations (and the LC Exposure shall have been reduced to zero, the Revolving Credit Commitments shall have terminated and there shall be no outstanding Banking Services Obligations) before the holders of the Subordinated Debt (including any mortgage, pledge, hypothec Credit Party) are entitled to receive any payment or other chargedistribution on account of the Subordinated Debt; (iv) in the event that, lien or encumbrance on any property, asset or undertaking notwithstanding the occurrence of any Borrower in respect of the events described in paragraphs (i), (ii) and (iii), any such payment or distribution of assets of any Credit Party of any kind or character, whether in cash, property or securities, shall be received by the holders of Subordinated Debt (including any Credit Party) before all Senior Obligations are finally and indefeasibly paid in full in cash (and the LC Exposure shall have been reduced to zero, the Revolving Credit Commitments shall have terminated and there shall be no outstanding Banking Services Obligations) such payment or distribution shall be held in trust for the benefit of, and shall be promptly paid over or delivered to the holders of such Senior Obligations or their representative or representatives, including the Administrative Agent, or as their respective interests may appear, for application to the payment of all Senior Obligations remaining unpaid to the extent necessary to pay such Senior Obligations in full in cash, in accordance with the terms thereof, after giving effect to any concurrent payment or distribution to the holders of such Senior Obligations; (dv) 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 no holder of Senior Debt, Obligations shall be prejudiced in its right to execute and deliver to such holder a confirmation enforce subordination of the subordination provided for herein in Subordinated Debt by any act or failure to act on the form attached as Exhibit C, but without prejudice to the rights part of any holder of Senior Debt that does not request or receive such a confirmationCredit Party; and (fvi) no payment on any Subordinated Debt shall be made to or for the Borrowers are not restricted from incurring indebtedness benefit of any holders of the Prudential Notes or charging their property and undertaking any other Prudential Debt unless concurrently therewith payment shall be made in respect thereof on the Senior Obligations to secure any indebtedness the Administrative Agent for the benefit of the Lenders on a pari passu basis (disregarding for such purposes the Banking Services Obligations, which shall rank behind all such other obligations for the purposes hereof); nor shall assignment or other obligationstransfer of any instrument evidencing any Subordinated Debt be made to or for the benefit of the holders of the Prudential Notes or any other Prudential Debt unless the Administrative Agent (or the Collateral Agent, as appropriate) shall concurrently therewith receive an assignment or transfer of equal priority on a pari passu basis (disregarding for such purposes the Banking Services Obligations, which shall rank behind all such other obligations for the purposes hereof).

Subordination. The Lender hereby agrees as follows: (a) Seller and CytRx and any of their successors or assigns agree (expressly for the payment benefit of any future holder of a Senior Claim) that the Obligations obligation of Purchaser to make any Contingent Payment is subordinated andsubordinate, 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 of any Senior Claim. Purchaser will not make any Contingent Payment at any time during which (i) full payment of amounts then due under the Senior Claim, whether for principal, premium, interest or otherwise, has not been made or provided for, (ii) there shall have occurred and be continuing a default with respect to the Senior Claim, which has not been waived, in full of all other indebtedness each case pursuant to the terms of the Borrowers Senior Claim or (or any iii) payment of them) and all liabilities and obligations of a Contingent Payment would render Purchaser unable to make payments on 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 Senior Claim 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;they become due. (b) Upon any distribution of the Lender may not assets of Purchaser in connection with any dissolution, winding up, liquidation or reorganization of Purchaser (whether in bankruptcy, insolvency or receivership proceedings) or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Purchaser or otherwise: (i) the holder of the Senior Claim shall be entitled to receive payment in full of the Senior Claim (including interest accruing from and after the commencement of any such proceedings at the rate specified in the Senior Claim except to the extent prohibited by mandatory provisions of law) before Seller shall be entitled to receive any payment in respect hereunder; (ii) any payment or distribution of assets of Purchaser, of any Obligations unlesskind or character, at whether in cash, property or securities, to which Seller would be entitled but for the time provisions of such payment, all amounts then due and owing under this paragraph shall be paid or in respect delivered directly to the holder of the Senior Debt Claim for application in payment thereof; and (iii) in the event that, notwithstanding the foregoing, any such payment or distribution of assets shall be received by Seller before the Senior Claim shall have been paid in full full, 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 holder of the Senior Debt or any document evidencingClaim, securing or relating to for application in payment thereof in accordance with the Senior Debt;provisions of subsection (ii) of this Section 2.10(d)(vii)(b). (c) If any payment is made to 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;Senior Claim which, but for the provisions of Section 2.10(d)(vii) would have been made to Seller, when the indebtedness to the holder of the Senior Claim is paid in accordance with Section 2.10(d)(vii), Seller will be subrogated to the claim of the holder of the Senior Claim against Purchaser to the extent of the amount of the Senior Claim which was paid out of sums which otherwise would have been payable to Seller, and no such payment or distribution for the account of the holder of the Senior Claim shall, for the purposes of Section 2.10(d)(vii), be deemed to be a payment or distribution by Purchaser on account of the Senior Claim. (d) Nothing contained in Section 2.10(d)(vii) is intended to or shall impair, as between Purchaser and Seller, the Lender obligation of Purchaser to pay to Seller the Contingent Payments as and when the same shall not initiate become due and payable in accordance with the terms of this Agreement, or prosecute any claim, action is intended to or shall affect the relative rights of Seller and creditors of Purchaser other proceeding challenging than 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 the 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 obligationsClaim.

Subordination. The Lender hereby agrees as follows: (a) the payment 2.1 Notwithstanding any other provision of the Obligations is subordinated andSubordinated Loan Agreement, subject to the Subordinated Debt shall be subordinate and junior in right of payment and lien rights, to the extent and in the manner set forth in paragraph (b) belowthis Agreement, postponed to the repayment prior indefeasible payment in full in cash of all other indebtedness Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the Borrowers (holders of Senior Debt. 2.2 Following an Event of Default under the Senior Debt or 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 of them) and all liabilities and obligations part of the Borrowers assets of the Company or the proceeds thereof (or including any of them) to any holder of such indebtedness of any kind, assets now or hereafter existingsecuring any Subordinated Debt) to creditors of the Company or upon any Indebtedness of the Company, direct by reason of any Proceeding with respect to the Company, or indirectany readjustment of Indebtedness, absolute arrangements, reorganizations, compositions or contingentextensions, joint or severalsale of all or substantially all of the assets of the Company, whether as principal then and in any such event: (a) The holders of Senior Debt shall thereafter be entitled to receive payment in full in cash of all Senior Debt before Hyatt Gaming shall be entitled to receive any payment or surety and whether under a credit agreementother distributions on, promissory note, guarantee or otherwise (collectivelywith respect 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 of such Senior Subordinated Debt; (b) the Lender may not receive any Any payment in respect or distribution of any Obligations unlesskind or character, at whether in cash, securities or other property, which but for this Agreement would thereafter be payable or deliverable upon or with respect to the time Subordinated Debt shall instead be paid or delivered directly to the Trustee for the benefit of such payment, all amounts then due and owing under or in respect the holders of the Senior Debt have been paid in full and no default exists in respect of for application on the Senior Debt, whether then due or not due, until the Senior Debt or any document evidencing, securing or relating to the Senior Debtshall have first been fully and indefeasibly paid in cash; (c) In the Lender event that Hyatt Gaming fails (i) to demand, xxx for, collect and receive any payment or distribution with respect to the Subordinated Debt at least 15 days before the expiration of the applicable statute of limitations or (ii) to file or vote any claim in any Proceeding with respect to the Subordinated Debt at least 15 days before the expiration of the applicable period of time for filing or voting such claim, Hyatt Gaming hereby irrevocably authorizes and empowers the Trustee, and appoints the Trustee as attorney-in-fact, with respect to any such actions Hyatt Gaming has failed timely to take, to (provided that the holders of a majority in aggregate principal amount of the Notes shall not accept so direct in accordance with the terms of the Indenture) demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor, and to file and vote claims (in Proceedings or otherwise) and take such other actions, in the Trustee's own name or otherwise, as Hyatt Gaming shall have failed timely to take and as the Trustee may deem necessary or advisable for the enforcement of this Agreement. Hyatt Gaming shall duly and promptly take such action as may be reasonably requested by the Trustee to assist in the collection of the Subordinated Debt for the account of any mortgageholder of the Senior Debt, pledgeand to file appropriate proofs of claim with respect to the Subordinated Debt and to vote the same, hypothec and to execute and deliver to the Trustee on demand such powers of attorney, proofs of claim, assignments of claim or other chargeinstruments as may be reasonably requested by the Trustee to enable the Trustee or any other holder of the Senior Debt in accordance with this Agreement to enforce any and all claims upon or with respect to the Subordinated Debt and to collect and receive any and all payments or distributions which may be payable or deliverable at any time after an Event of Default on the Senior Debt shall occur and be continuing upon or with respect to the Subordinated Debt. In addition, lien Hyatt Gaming shall take no action (whether oral, written or encumbrance on any property, asset or undertaking otherwise) in contravention of any Borrower in respect action of the ObligationsTrustee duly taken and permitted hereunder; Such appointment as attorney-in-fact pursuant to this Section 2.2(c) is irrevocable and coupled with an interest until payment in full and complete performance of all the Senior Debt. The Trustee may appoint a substitute attorney-in-fact. Hyatt Gaming ratifies all actions taken by the attorney-in-fact in accordance with this Agreement but, nevertheless, if the Trustee requests, Hyatt Gaming will specifically ratify any action taken by the attorney-in-fact by executing and delivering to the attorney-in-fact or to any entity designated by the attorney-in-fact all documents necessary to effect such ratification; (d) Should any direct or indirect payment be made to Hyatt Gaming upon or with respect to the Lender shall not initiate or prosecute any claim, action or other proceeding challenging Subordinated Debt after an Event of Default on the enforceability of any Senior Debt should occur and be continuing and prior to the payment in full of the Senior Debt in accordance with this Agreement, Hyatt Gaming will forthwith deliver the same to the Trustee in precisely the form received (together with for the endorsement or object to any borrowing under any assignment of Hyatt Gaming where necessary) for application on the Senior Debt; (e) . Until so delivered, any such payment or distribution shall be held in trust by Hyatt Gaming as property of the Lender agrees, at holders of 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 Holder and the Collateral Agent (as defined in the Exchange Documents) hereby agrees as followsagree that: (ai) the payment any and all indebtedness, obligations and liabilities of the Obligations is subordinated and, subject Company to the right holders of payment to Existing Notes (the extent "Existing Investors"), including, without limit, principal, interest and in other payments under the manner set forth in paragraph (b) belowExisting Notes and Exchange Documents, 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, whether direct or indirect, absolute or contingent, joint or several, whether as principal secured or surety unsecured, due or to become due, now existing or later arising and whether under a credit agreement, promissory note, guarantee or otherwise whatever the amount and however evidenced (collectively, the “Senior Debt”"Subordinated Indebtedness"), as such Senior Debt may be modified renewedare subordinated, extendedin right of payment to any and all indebtedness, increased or modified obligations and liabilities of the Company to the investors listed on a schedule to the New SPA (the "New Investors") arising in any way from time to time and including all connection with the New Transaction Documents, including, without limit, principal, interest, fees, expenses interest and other amounts owing from time payments under the New Transaction Documents, including, without limitation, under the Cash Notes and the Exchange Notes (each as defined in the New SPA), whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to time in respect become due, now existing or later arising and however evidenced, together with all other sums due thereon and all costs of such collecting the same (including, without limit, reasonable attorney fees) for which the Company is liable (collectively, the "Senior DebtIndebtedness"); (bii) the Lender may The Existing Investors will not ask for, demand, xxx for, take or receive any payment in respect (by way of any Obligations unless, at the time of such voluntary payment, all amounts then due and owing under acceleration, set-off or counterclaim, foreclosure or other realization on security, dividends in respect bankruptcy or otherwise), or offer to make any discharge or release of, any 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 DebtSubordinated Indebtedness; (ciii) the Lender shall not accept so long as any mortgage, pledge, hypothec Senior Indebtedness remains unpaid or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower commitment to extend credit in respect thereof remains outstanding, the Existing Investors will not exercise any of the ObligationsExisting Investors 's rights in any collateral securing the Subordinated Indebtedness that may at any time exist; (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: 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 Subsidiary Security Agreement, in accordance with, and all rights, powers and remedies granted to, the OPNY 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 OPMW 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 Guarantor'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 Guarantor without the Guarantor'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 OPMW Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Guarantor 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 OPNY 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 OPNY Administrative Agent to the Senior Debt; OPMW 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; OPNY Administrative Agent, or (d) the Lender OPNY Administrative Agent then maintains a perfected, first 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 OPNY 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 such action. [Remainder 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 obligationspage intentionally left blank.]

Subordination. The Lender hereby agrees as follows: (a) the payment Each Subordinated Creditor agrees, for itself and each future holder of the Subordinated Obligations, that the Subordinated Obligations is subordinated and, subject to the are expressly 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 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 Capital Markets 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 As used herein, "subordinate and junior in right of payment" shall mean that: (i) No payment in respect or prepayment of any Obligations unlessprincipal, premium (if any) or interest on account of a Subordinated Obligation and no repurchase, redemption or other retirement (whether at the option of the holder or otherwise) of a Subordinated Obligation shall be made so long as this Agreement is effective; provided that payments of interest or premium or payments or prepayments of principal may be made from any source, if, at the time of such paymentpayment or prepayment and immediately after giving effect thereto, there shall not exist a default in the payment or prepayment of any principal of or interest on any Senior Capital Markets Debt; (ii) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings, relative to the Borrower or to its creditors, as such, or to its property, or in the event of any proceeding for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy, then the holders of all amounts then due Senior Pari Passu Debt shall be entitled to receive payment in full in cash of all Senior Pari Passu Debt before the holders of the Subordinated Obligations are entitled to receive any payment on account of the Subordinated Obligations, and owing under to CINGULAR WIRELESS Exhibit 10.13 EXHIBITS that end the holders of the Senior Pari Passu Debt shall be entitled to receive pro rata distributions 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 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 Subordinated Obligations; (diii) If any Subordinated Obligation is declared or otherwise becomes due and payable (under circumstances when the Lender provisions of the foregoing paragraphs (i) or (ii) are not applicable, whether as a result of the occurrence of an event of default under such Subordinated Obligations or otherwise), the holders of Senior Pari Passu Debt outstanding at the time such Subordinated Obligations so become due and payable shall not initiate or prosecute be entitled to receive payment in full of all Senior Pari Passu Debt before the holders of the Subordinated Obligations are entitled to receive any claim, action or other proceeding challenging payment on account of the enforceability of any Senior Debt or object to any borrowing under any Senior DebtSubordinated Obligations; (eiv) If, notwithstanding the Lender agrees, at the request occurrence of any of the events described in paragraphs (i) (other than a payment permitted by the proviso thereto), (ii) and (iii), any such payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, shall be received by the holders of Subordinated Obligations before all Senior Pari Passu Debt is paid in full in cash, or provision made for such payment in a manner satisfactory to each holder of Senior DebtPari Passu Debt (or such holder's representative, to execute and deliver to such holder a confirmation of the subordination provided for herein which in the form attached case of Senior Capital Markets Debt issued pursuant to an indenture shall be the trustee thereunder), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Pari Passu Debt or their representative or representatives, as Exhibit Ctheir respective interests may appear, but without prejudice for application to the rights payment of all Senior Pari Passu Debt remaining unpaid to the extent necessary to pay such Senior Pari Passu Debt in full in cash, in accordance with its terms, after giving effect to any holder concurrent payment or distribution to all holders of such Senior Debt that does not request or receive such a confirmationPari Passu Debt; and (fv) No holder of Senior Capital Markets Debt shall be prejudiced in its right to enforce subordination of the Borrowers Subordinated Obligations by any act or failure to act on the part of the Borrower; provided that the foregoing provisions are not restricted from incurring indebtedness or charging their property solely for the purpose of defining the relative rights of the holders of Senior Capital Markets Debt, on the one hand, and undertaking to secure any indebtedness or the holders of Subordinated Obligations, on the other obligations.hand, and that nothing herein

Subordination. The Lender hereby agrees as follows: (a) Each of the Shareholder Lender and the Borrower agrees, for itself, and, in the case of the Shareholder Lender, for each future holder of the Subordinated Loan, that the Subordinated Loan is expressly “subordinate and junior in right of payment” (as that phrase is defined in Section 2.1(b) below) to all Senior Debt Obligations. (b) “Subordinate and junior in right of payment” means that no part of the Subordinated Loan shall have any claim to the assets of the Borrower or any of its Subsidiaries or Affiliates on a parity with or prior to the claim of the Senior Debt Obligations. (c) Prior to the Release Date, without the express prior written consent of the Administrative Agent, acting at the direction of the Majority Lenders, the Shareholder Lender shall not take, demand or receive from the Borrower or any of its Subsidiaries or Affiliates, and the Borrower shall not, and shall cause its Subsidiaries and Affiliates not to, make, give or permit any payment of (of whatever kind or nature, whether in cash, property, securities or otherwise) or in respect of the Obligations is subordinated andSubordinated Loan; provided, subject to however, that, notwithstanding the right foregoing or any other provision hereof, the Borrower may, at any time, make payments of payment PIK Interest in accordance with Section 2.2 of the Shareholder Loan Agreement; provided further, that, notwithstanding any other provision of this Agreement, if and to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness such payment is not prohibited under Section 8.22 of the Borrowers Senior Credit Agreement (or any successor provision), the Borrower may, without premium or penalty, redeem, purchase, pay or repay any principal or accrued interest under the Subordinated Loan, upon at least three Business Days’ notice to the Shareholder Lender. (d) The expressions “prior payment in full,” “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to the Senior Debt Obligations shall mean the payment in full, in immediately available funds, of them) and all liabilities and of the Senior Debt Obligations (other than contingent obligations (including contingent obligations of indemnification) for which no claim has been asserted (and otherwise not satisfied) that survives termination of the Borrowers Senior Credit Agreement) in accordance with the terms of the Senior Credit Agreement. (e) Prior to the Release Date, neither the Borrower nor the Shareholder Lender shall (i) without the prior written consent of the Administrative Agent, acting at the direction of the Majority Lenders, amend, modify or supplement any provision of them) to any holder the Shareholder Loan Agreement in a manner that increases the rate of such indebtedness interest payable on, or otherwise alters the formulation 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 (collectivelyinterest rate applicable to, the “Senior Debt”)Subordinated Loan to a rate greater than the applicable market rate as of the date hereof, as such Senior Debt may be modified renewedincreases the amount of any fees or other amounts due under the Shareholder Loan Agreement, extended, increased or modified in accelerates the time for payment of any way from time to time and including all principal, interest, fees, expenses and or other amounts owing from time due under the Shareholder Loan Agreement, or (ii) exercise any right, power, privilege (other than any right, power or privilege expressly granted to time any Shareholder Lender under this Agreement, the Shareholder Loan Agreement or other related documents) or any remedy hereunder or thereunder (including acceleration) or at law or in respect of such Senior Debt; (b) the Lender may not receive any payment in respect of any Obligations unlessequity, 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; andSubordinated Loan. (f) The Shareholder Lender and the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure Borrower agree that, upon the occurrence of any indebtedness or other obligations.Proceeding:

Subordination. The Lender hereby agrees as follows: (a) the payment The Guarantor agrees that any and all claims of the Obligations is subordinated andGuarantor against the Issuer, any endorser or any other guarantor of all or any part of the 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 the manner set forth in paragraph (b) belowcash, 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) Notes, which are referred to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether herein as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “Senior DebtObligations”). Notwithstanding any right of the Guarantor to ask, as such Senior Debt may be modified reneweddemand, extendedsxx for, increased take 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 paymentSubordinated Indebtedness, all amounts then rights, liens and security interests of the Guarantor, whether now or hereafter arising and howsoever existing, in any asset of the Issuer (whether constituting part of the security or collateral given to the Indenture Trustee to secure payment of all or any part of the Senior Obligations or otherwise) shall be and hereby are subordinated to the rights of the Indenture Trustee on behalf of the Noteholders in such asset. (b) From and after the occurrence of any Event of Default: (i) The Guarantor shall have no right to possession of any asset of the Issuer or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Senior Obligations shall have been fully paid and satisfied. (ii) If all or any part of the assets of the Issuer, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Issuer, 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 Issuer is dissolved or if substantially all of the assets of the Issuer 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 Indenture Trustee for application to the Senior Obligations, due or to become due, until such Senior Obligations shall have been fully paid and owing under or satisfied. (iii) The Guarantor hereby irrevocably authorizes and empowers the Indenture Trustee (as a present grant, effective the date hereof and subject only to the condition that an Event of Default exists) in respect of the Subordinated Indebtedness to demand, sxx 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 Indenture Trustee's own name or in the name of the Guarantor or otherwise, as the Indenture Trustee may deem necessary or advisable for the enforcement of this Guaranty. The Indenture Trustee may vote such proofs of claim in any such proceeding, receive and collect any and all payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any unpaid Senior Debt Obligations. (iv) 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 Senior Obligations, the Guarantor shall (to the extent of the unpaid Senior Obligations) receive and hold the same in trust, as trustee, for the benefit of the Indenture Trustee and the Noteholders and shall forthwith deliver the same to the Indenture Trustee, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Senior Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Indenture Trustee on behalf of the Noteholders. If the Guarantor fails to make any such endorsement or assignment to the Indenture Trustee, the Indenture Trustee or any of its officers or employees are hereby irrevocably authorized to make the same. (v) The Guarantor agrees that until the Senior Obligations have been paid in full in cash and no default exists in respect of satisfied (except for contingent indemnification obligations), the Senior Debt 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 other party any Senior Debt; (e) claim the Lender agrees, at Guarantor has or may have against 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 obligationsIssuer.

Subordination. The Lender hereby agrees as follows: (a) The Junior Creditors hereby subordinate, upon the payment of terms and conditions herein contained, the Junior 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;Obligations. (b) Until the Lender may Payoff Time, the Junior Creditors shall not be entitled to receive and the Company shall not make any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or Payment in respect of the Junior Obligations except for periodic interest payments made in the ordinary course and liquidated damages not to exceed $100,000. (c) Unless and until the Payoff Time shall have occurred, the Junior Creditors agrees that they shall not declare any part of the Junior Obligations to be due and payable or exercise any of the rights or remedies that it may have (including, without limitation, bringing, or joining with any other creditor in instituting, any proceeding in contemplation of, or in connection with, any Bankruptcy Event). (d) Until the Payoff Time (i) the Company shall not grant, and the Junior Creditors shall not receive or accept, any Lien of any kind or nature on any property (whether now existing or hereafter acquired) of the Company or any Subsidiary that secures the Junior Obligations, and (ii) the Junior Creditors shall not accept any guaranty of any Junior Obligation, or any "put" or other arrangement similar thereto. (e) Nothing contained in this Subordination Agreement is intended to or shall impair, as among the Company, its creditors (other than the Senior Debt have been paid in full Creditors) and no default exists the Junior Creditors, the obligation of the Company to pay the Junior Creditors any amount due in respect of the Senior Debt Junior Obligations as and when the same shall become due and payable in accordance with the terms thereof, or any document evidencing, securing or relating to affect the relative rights of the Company and its creditors (other than the Senior Debt; (c) the Lender shall not accept any mortgageCreditors), 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 each case subject to the rights of any holder of each Senior Debt that does not request or receive such a confirmation; andCreditor under this Subordination Agreement. (f) the Borrowers are The Junior Creditors agree that this Subordination Agreement shall not restricted from incurring indebtedness be affected by any action or charging their property and undertaking failure to secure act by a Senior Creditor that results, or may result, in affecting, impairing or extinguishing any indebtedness right of reimbursement or subrogation or other obligationsright or remedy of the Junior Creditors. (g) The Junior Creditors agree that any statement of account with respect to the Senior Obligations from the Senior Creditors to the Company that binds the Company shall also be binding upon the Junior Creditors, and that copies of any such statement of account maintained in the ordinary course of business may be used in evidence against the Junior Creditors. (h) The Junior Creditors agree that no Payment received by the Junior Creditors and paid over to any Senior Creditor pursuant to the provisions hereof shall entitle the Junior Creditors to exercise any rights of subrogation in respect thereof until the Payoff Time, and for the purpose of such subrogation no such Payment that otherwise would have been made to the Junior Creditors shall, as among the Company, its creditors (other than the Senior Creditors) and the Junior Creditors, be deemed to be a payment by the Company to or on account of the Senior Obligations, it being understood that the provisions hereof are intended solely for the purpose of defining the relative rights of the Junior Creditors, on the one hand, and the Senior Creditors, on the other hand. From and after the Payoff Time, the Junior Creditors shall be subrogated to all rights of the Senior Creditors to receive any further payments or distributions until the Junior Obligations shall have been indefeasibly paid in full. The subordination provisions contained herein shall not be affected by any action, or failure to act, by any Senior Creditor that results, or may result, in affecting, impairing or extinguishing any right of reimbursement or subrogation or other right or remedy of the Junior Creditors. (i) Any document or instrument evidencing the Junior Obligations, including, without limitation, the Subordinated Convertible Note, shall bear the following legend: THIS INSTRUMENT AND THE RIGHTS TO PAYMENT HEREUNDER ARE SUBORDINATED PURSUANT THE SUBORDINATION AGREEMENT, DATED AS OF NOVEMBER 9, 2004, AMONG XXXXXXXX TECHNOLOGIES, INC, THE JUNIOR CREDITORS AND THE SENIOR CREDITORS PARTY THERETO.

Subordination. The Lender Subordinated Creditor agrees to subordinate and does hereby agrees as follows: (a) the subordinate payment by Borrower of all and any part of the Obligations is subordinated and, subject Subordinated Debt to the right prior indefeasible payment in full, in cash, to Senior Creditor, its successors and assigns, of payment to the extent any and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (Senior Debt. Subordinated Creditor hereby represents and warrants that the Subordinated Debt is presently and shall remain unsecured. Notwithstanding the foregoing, if Subordinated Creditor nonetheless becomes the holder of any lien or security interest in any of them) the Property of Borrower, such liens and all liabilities and obligations security interests of the Borrowers (or any of them) to any holder of such indebtedness of any kindSubordinated Creditor, whether now or hereafter arising howsoever existing, direct shall be and are hereby subordinated to the rights and interests of Senior Creditor in or indirectto such Property. Except as may be expressly provided herein, absolute Subordinated Creditor shall have no right to possession of any portion of the Property or contingent, joint or severalto foreclose upon any portion of the Property, whether as principal by judicial action or surety otherwise, unless 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 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 shall have been indefeasibly paid in full, in cash. In furtherance, thereof, Subordinated Creditor agrees not to ask for, demand, xxx for, take or receive all or any part of the Subordinated Debt (other than Permitted Payments to the extent allowed under Section 7 hereof) or enforce Subordinated Creditor's rights to any security therefor, nor ask for, demand, take or receive any security therefor, unless and until the Senior Debt shall have 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. This Lease is expressly made subject to and is subordinate to all current or future mortgages and liens upon the Premises or any part thereof by Landlord or its successors, including purchasers or transferees, and any and all renewals, modifications, and extensions thereof. It is specifically understood and agreed by the parties hereto that this Lease and all rights, privileges, and benefits hereunder are and shall be at all times subject to and subordinate to the lien of any and all mortgages and the accompanying documents executed by Landlord on behalf of the Premises. The Lender hereby agrees as follows: foregoing subordination shall be self-operative and no further instruments of subordination shall be necessary; provided, however, that Tenant shall, upon the request of the holder or proposed holder of a deed of trust, mortgage or other lien or security interest encumbering Landlord's interest in the Premises (aa "Mortgagee"), execute and deliver a subordination, non-disturbance and attornment agreement subordinating Tenant's interest hereunder or Tenant's leasehold interest in the Premises to any such deed of trust, mortgage or other lien or security interest in confirmation and furtherance of and in addition to the foregoing subordination provisions of this Section 10 and containing the following: (i) the payment agreement of Tenant that Tenant shall attorn to and recognize such Mortgagee (or the purchaser) upon a foreclosure sale or sale under a power of sale contained in such Mortgagee's deed of trust, mortgage or other lien or security interest encumbering Landlord's interest in the Premises, or a conveyance by a deed-in-lieu of foreclosure, as the case may be, as Landlord under this Lease for the balance of the Obligations is subordinated andTerm, subject to all of the right terms and provisions of payment this Lease; and (ii) the agreement of such Mortgagee that, so long as no Event of Default by Tenant exists hereunder (beyond any period given Tenant to cure such default), this Lease and the leasehold estate hereby created shall not be extinguished or terminated, and the rights hereunder of Tenant will not be disturbed, by any such foreclosure sale, sale under a power of sale, or conveyance by a deed-in-lieu of foreclosure, as the case may be, under such Mortgagee's deed of trust, mortgage or other lien or security interest encumbering Landlord's interest in the Premises. Notwithstanding any provision in this Lease to the extent contrary, Tenant's obligation to execute a subordination agreement is subject to the terms and in the manner conditions set forth in paragraph LEASE – UTMB- 000 XXXXXXX XXX#000000 – Doc# 3380565v1 Paragraph 3 of Addendum 1 hereto. IN THE EVENT THAT, AT THE EFFECTIVE DATE OF THIS LEASE, THERE EXISTS ANY UNRELEASED MORTGAGE OR FINANCING LIEN UPON THE PREMISES OR ANY PART THEREOF, THEN AS A PREREQUISITE TO TENANT'S EXECUTION OF THIS LEASE, THE LANDLORD SHALL CAUSE THE HOLDER OF EACH SUCH MORTGAGE OR FINANCING LIEN TO PROVIDE TO TENANT A PROPOSED SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (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”EACH AN "SNDA"), as such Senior Debt may be modified renewedINCLUDING TERMS AND CONDITIONS REASONABLY ACCEPTABLE TO TENANT, extendedLANDLORD, increased or modified in any way from time to time and including all principalAND THE HOLDER OF SUCH MORTGAGE OR FINANCING LIEN, interestFOR TENANT'S CONSIDERATION AND SIGNATURE, feesSUBJECT TO THE PROVISIONS IN PARAGRAPH 3 OF ADDENDUM 1 HERETO; PROVIDED THAT ANY AND EACH SNDA SHALL BE DATED AND EXECUTED ON BEHALF OF TENANT, 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 unlessLANDLORD, 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 obligationsAND THE HOLDER OF SUCH MORTGAGE OR FINANCING LIEN SIMULTANEOUSLY WITH THE EXECUTION OF THIS LEASE.

Subordination. The Lender Each Borrower agrees that any and all claims of such Borrower against the other Borrower, the Guarantors or any endorser or other guarantor of all or any part of the Obligations, or against any of their respective properties, shall be subordinated to all of the Obligations; provided, that, for the avoidance of doubt, so long as no Event of Default shall be continuing, each Borrower may make loans to and receive payments in the ordinary course with respect to Inter-Borrower Debt (as hereinafter defined) from the other Borrower to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower to ask for, demand, sue for, take or receive any payment from the other Borrower, all rightx xnd Liens of such Borrower, whether now or hereafter arising and howsoever existing, in any assets of the other Borrower (whether constituting part of the Collateral or otherwise) shall be and hereby agrees as follows: (a) are subordinated to the payment rights of the Agents, the Issuing Banks or the Lenders in those assets. Such Borrower 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 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 shall have been paid in full in cash, no Letters of Credit remain outstanding and no default exists in respect the Commitments shall have been terminated. If all or any part of the Senior Debt 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 document evidencingother action or proceeding, securing or relating to if 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 business of any Borrower is dissolved or if substantially all of the assets of any 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 Debt of any Borrower to the other Borrower ("INTER-BORROWER DEBT") shall be paid or delivered directly to the Administrative Agent for application to the Obligations, due or to become due, until such Obligations shall have been paid in full in cash and no Letters of Credit remain outstanding. Each Borrower irrevocably authorizes and empowers the Administrative Agent, each of the Issuing Banks and each of the Lenders to demand, sue for, collect and receive every such payment or distribution and givx xcquittance therefor and to make and present for and on behalf of such Borrower such proofs of claim and take such other action, in the Administrative Agent's, such Issuing Bank's or such Lender's own name or in the name of such Borrower or otherwise, as the Administrative Agent, any Issuing Bank or any Lender may deem reasonably necessary or reasonably advisable for the enforcement of this Agreement. After the occurrence and during the continuance of a Default or an Event of Default, each Lender may vote, with respect to the Obligations owed to it, 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 of the Obligations; . Except as permitted under Sections 8.02(d) and (d) e), should any payment, distribution, security or instrument or proceeds thereof be received by any Borrower upon or with respect to the Lender shall not initiate or prosecute any claim, action or other proceeding challenging Inter-Borrower Debt during the enforceability continuance of any Senior Debt Event of Default and prior to the payment in full in cash of all of the Obligations, the termination or object cancellation of each Letter of Credit and the termination of the Commitments, such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Agents, the Issuing Banks and the Lenders and shall forthwith deliver the same to the Administrative Agent in precisely the form received (accompanied by the endorsement or assignment of such Borrower where necessary), for application to the Obligations, due or not due, and, until so delivered, the same shall be held in trust by such Borrower as the property of the Agents, the Issuing Banks and the Lenders. After the occurrence and during the continuance of a Default or an Event of Default, if any Borrower fails to make any such endorsement or assignment to the Agents, the Issuing Banks or the Lenders, the Agents, the Issuing Banks or the Lenders (or any of their respective officers or employees) are hereby irrevocably authorized to make the same. Each Borrower agrees that until the Obligations have been paid in full in cash, no Letters of Credit remain outstanding and the Commitments have been terminated, such Borrower will not assign or transfer to any borrowing under Person any Senior Debt; claim such Borrower has or may have against any other Borrower (e) the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a confirmation other than in favor of the subordination provided for herein in the form attached as Exhibit C, but without prejudice Administrative Agent pursuant 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 obligationsLoan Documents).

Subordination. The Lender hereby agrees as follows: (a) the payment 4.1. All obligations of the Obligations is subordinated andPayor for principal, subject to interest and other amounts payable hereunder (collectively, 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 of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers Payor in connection with the Amended and Restated Credit Agreement, dated as of May l, 1998 (or any of them) to any the "Credit Agreement"), by and among the Payor, The Chase Manhattan Bank, as administrative agent and collateral agent, and NationsBank, N.A., as co-agent (the "Senior Debt"), and the holder of such indebtedness this Note, by acceptance hereof, agrees to be bound by the provisions of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as this Section 4. 4.2. The Payor hereby agrees that payment of 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 interest in respect of such this Note shall be junior and subordinate and subject in right of payment to all Senior Debt;. (b) the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, 4.3. Unless and until all amounts then due and owing under or in respect of the Senior Debt shall have been paid in full full, the Payor will not make, and the holder of this Note shall not demand, accept or receive any direct or indirect payment (in cash, property, by set-off or otherwise) of or on account of any Subordinated Obligations and no default such payment shall be due; provided, however, that if and so long as no Senior Event of Default (as hereinafter defined) exists or would exist after giving effect to such payment (unless such Senior Event of Default has been cured or waived by the holders of Senior Debt), nothing contained in respect this Section 4.3 shall prevent the Payor from making or the holder of this Note from accepting and receiving, any payment of interest on account of the Subordinated Obligations. Unless and until all Senior Debt shall be paid in full, no holder of this Note will commence any proceeding against the Payor under, or join with any document evidencingcreditor in any such proceeding under, securing any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or relating insolvency law or statute of any state government, unless the holder or holders of Senior Debt shall also join in or consent to the bringing of such proceeding. "Senior Debt; (c) Event of Default" shall mean any default by the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower Payor in respect of the Obligations; (d) the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability payment when due of any Senior Debt or object to any borrowing default under any Senior Debt; (e) Debt which constitutes an event of default permitting 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 or holders of Senior Debt that does not request or receive to cause such a confirmation; and (f) Senior Debt to cause the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking same to secure any indebtedness or other obligationsbecome due prior to its stated maturity.

Subordination. The Lender hereby agrees as follows: All principal, premium (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”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 indebtedness or obligations of any Obligor outstanding and owed from time to time to any Sprint Party (collectively, “Subordinated Indebtedness”), as the documentation evidencing such Subordinated Indebtedness shall from time to time be successively amended, extended, renewed, increased, modified, restated, supplemented or refinanced (the “Subordinated Loan Documents”) is subordinated and subject in respect right of payment to the Senior Obligations, such that the holders of the Senior Debt; Obligations shall be entitled to receive payment in full in cash of the amounts constituting the Senior Obligations before any holder from time to time of Subordinated Indebtedness (btogether with its successors, transferees and assigns, each a “Subordinated Creditor”) the Lender may not is entitled to receive any payment on account of the Subordinated Indebtedness and, in that connection, unless and until the principal of, premium, and interest on, and all other amounts in respect of any Obligations unless, at the time of such paymentof, all amounts then due and owing under or in respect of the Senior Debt Obligations shall have been paid in full in cash: (a) no payment on account of the principal of, premium or interest on, or any other amount in respect of, this Agreement, any Subordinated Loan Document or any judgment with respect hereto or thereto (and no default exists payment on account of the purchase or redemption or other acquisition in respect of the Senior Debt Subordinated Indebtedness) shall be made by 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 behalf 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 confirmationObligor; and (fb) no Subordinated Creditor shall (i) ask, demand, xxx for, accelerate or take or receive from any Obligor, by set-off or in any other manner, any payment on account of the Borrowers are not restricted principal of, premium or interest on, or any other amount in respect of, this Agreement or the Subordinated Loan Documents or (ii) seek any other remedy allowed at law or in equity against any Obligor for breach of such Obligor’s obligations hereunder or thereunder; provided that, notwithstanding anything to the contrary set forth in the provisions of this Section 2.01 (these “Subordination Terms”), so long as no Senior Default has occurred and is continuing the Obligors may make, and each Subordinated Creditor shall be entitled to receive and retain from incurring indebtedness or charging their property and undertaking time to secure any indebtedness or other obligationstime, payments of Subordinated Indebtedness to the extent permitted under Section 6.07 of the Credit Agreement.

Subordination. The Lender hereby agrees as follows: (a) Each Credit Party 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 Credit Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Credit Party to such Credit Party, including any intercompany trade payables or royalty or licensing fees (collectively, the “Subordinated 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 11.18, postponed to the repayment prior payment in full of all other indebtedness of Obligations and the Borrowers Eligible Swap 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 may provisions directly; provided, however, that with respect to the Eligible Swap Obligations, the subordination provisions herein shall terminate and be modified renewed, extended, increased of no further force or modified in any way effect 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;after the Termination Date. (b) Each Credit Party executing this Agreement hereby (i) authorizes Agent to demand specific performance of the Lender may terms of this Section 11.18, whether or not any other Credit Party shall have complied with any of the provisions hereof applicable to it, at any time when such Credit Party shall have failed to comply with any provisions of this Section 11.18 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 Credit Party in any dissolution, winding up, liquidation, examinership or reorganization (whether in bankruptcy, insolvency, examinership or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) The Agent and Lenders shall first be entitled to receive payment in full in cash of the Senior Obligations before any Credit Party is entitled to receive any payment in respect on account of the Subordinated Obligations; (ii) Any payment or distribution of assets of any Credit Party of any kind or character, whether in cash, property or securities, to which any other Credit Party would be entitled except for the provisions of this Section 11.18(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 the Agents and Lenders; and (iii) In the event that notwithstanding the foregoing provisions of this Section 11.18(c), at any payment or distribution of assets of any Credit Party of any kind or character, whether in cash, property or securities, shall be received by any other Credit Party on account of the time of Subordinated 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 the Agents and no default exists in respect Lenders. No right of the Senior Debt Agent and Lenders or any document evidencing, securing other present 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 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 Credit Party or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Credit Party 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 Each Credit Party hereby agrees as follows: (a) the payment of the Obligations is subordinated andthat all claims and demands, 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 (interest accrued or any of them) to any holder of such indebtedness of any kindthat may hereafter accrue thereon, 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 unlessSubordinated Debt are subject and subordinate to the prior indefeasible payment and satisfaction in full in cash of all Senior Obligations. In furtherance of and not in limitation of the foregoing: (a) no payment or prepayment of any principal or interest on account of, and no repurchase, redemption or other retirement (whether at the option of the holder or otherwise) of Subordinated Debt shall be made, if at the time of such payment, prepayment, repurchase, redemption or retirement or immediately after giving effect thereto there shall exist a Default or Event of Default; (b) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relating to any Credit Party or to its creditors, or to their respective properties, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of any Credit Party, whether or not involving insolvency or bankruptcy, then the holders of Senior Obligations shall be entitled to receive final, indefeasible payment in full in cash of all amounts then due Senior Obligations (including interest thereon accruing after the commencement of any such proceedings, whether or not allowed or allowable as a claim in such proceedings) and owing under the Facility shall be terminated, before the holders of the Subordinated Debt (including any other Credit Party) shall be entitled to receive any payment or other distribution on account of the Subordinated Debt, and to that end the holders of Senior Obligations shall be entitled to receive distributions 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 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 Subordinated Debt; ; (c) in the Lender shall not accept event that any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower in respect Subordinated Debt is declared due and payable before its expressed maturity because of the Obligations; occurrence of an event of default (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.circumstances 2

Subordination. The (a) 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 rights 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 Obligations, including the payment of principal, premium (if any), interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in full such proceeding), fees, expense and reimbursement obligations indemnification obligations and all other amounts payable under the Credit Agreement, any other Credit Document, or in respect thereof. (b) Borrower and Subordinated Lender hereby agree that, notwithstanding any provision to the contrary in any agreement governing or evidencing Subordinated Obligations, no default exists payment (whether directly, by purchase, redemption or exercise of any rights of setoff or otherwise and whether mandatory or voluntary) in respect of the Senior Debt Subordinated Obligations, whether of principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of Borrower or received, accepted or demanded, directly or indirectly, by or on behalf of Subordinated Lender at any document evidencing, securing or relating time prior to the payment in full in cash of all the Senior Debt;Obligations. (c) Upon any distribution of all or substantially all of the assets of Borrower or upon any dissolution, winding up, liquidation or reorganization of 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 Borrower, or otherwise: (i) Senior Lender shall not accept first be entitled to receive indefeasible payment in full in cash of the Senior Obligations (whenever arising) before Subordinated Lender shall be entitled to receive any mortgagepayment on account of the Subordinated Obligations of Borrower, pledgewhether of principal, hypothec interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of the assets of; Borrower of any kind or character, whether in cash, securities or other charge, lien or encumbrance on any property, asset to which Subordinated Lender would be entitled except for the provisions of this Section 1 shall be paid or undertaking delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to Senior Lender, for the benefit of Senior Lender, until the indefeasible payment in full in cash of all Senior Obligations. Subordinated Lender agrees not to ask, demand, xxx for or take or receive from 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 Borrower under any bankruptcy, insolvency reorganization, arrangement, receivership or similar law (i) Senior Lender is irrevocably authorized and empowered (in its own name or in the name of Subordinated Lender or otherwise), but shall have no obligation, to demand, xxx 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 Senior Lender may deem necessary or advisable for the exercise or enforcement of any Borrower of the rights or interests of Senior Lender and (ii) 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 Obligations; (d) Subordinated Obligations for 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 account of Senior DebtLender and to file appropriate claims or proofs of claim in respect of the Subordinated Obligations, to (B) execute and deliver to such holder a confirmation 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 and (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 Senior Lender’ right, power and authority thereunder. (d) In the event that any payment by, or on behalf of, or distribution of the subordination provided assets of, 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 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 Subordinated Lender in trust (segregated from other property of Subordinated Lender) for herein the benefit of, and shall forthwith be paid over to, Senior Lender, for the benefit of Senior Lender, until the indefeasible payment in full in cash of all Senior Obligations. (e) Subject to the form attached as Exhibit Cprior indefeasible payment in full in cash of the Senior Obligations, but without prejudice Subordinated Lender shall be subrogated to the rights of any holder Senior Lender to receive payments or distributions in cash, securities or other property of Borrower to the Senior Debt Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full in cash, and, as between and among Borrower, its creditors (other than Senior Lender) and Subordinated Lender, no such payment or distribution made to Senior Lender by virtue of this Subordination Agreement that does not request or receive such otherwise would have been made to Subordinated Lender shall be deemed to be a confirmation; andpayment by 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 Subordinated Lender and Senior Lender. (f) Without the Borrowers are prior written consent of Senior Lender, Borrower shall not restricted from incurring give, or permit to be given, and 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 Borrower or any Subsidiary of Borrower or (ii) any guarantee, of any nature whatsoever, by Borrower or any Subsidiary of 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 Senior Lender than) those hereof. 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 charging 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) 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 property scheduled maturity or exercise any remedies or take any action or proceeding to enforce the Subordinated Obligations if the payment of such Subordinated Obligation is then prohibited by this Subordination Agreement, and undertaking Subordinated Lender further agrees not to secure file, or to join with any indebtedness other creditors of 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 Borrower or any other obligationsmarshalling of the assets and liabilities of Borrower (provided, that this prohibition shall in no event be construed so as to limit 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 Borrower under the Credit Agreement have been declared due and payable prior to their scheduled maturity dates).

Subordination. The Lender hereby agrees as follows: (a) Except as otherwise provided in the payment Modification and Consent Agreement of even date by and between Borrower and Senior Creditor (the "Consent"), Subordinated Creditor hereby postpones and subordinates all of the Obligations is subordinated and, subject Subordinated Debt to the right full and final payment and discharge of all of the Senior Debt and Senior Creditor shall be entitled to receive payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all Senior Debt before any payment (other indebtedness than a distribution of the Borrowers (Reorganization Securities) is made on account of or applied to 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 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) Subordinated Creditor hereby subordinates any security interest or liens it now has or may hereafter acquire in the Lender may not receive Collateral and other assets of the Borrower to any security interest in or liens upon the Collateral or other assets of Borrower which Senior Creditor has under the Senior Creditor Loan Documents or otherwise. (c) Each holder of Subordinated Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired the Subordinated Debt with full knowledge and subject to the terms and provisions of this Agreement. (d) 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 creditors of the Borrower or upon any indebtedness of the 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 of assets of the Borrower or insolvency proceeding involving the Borrower or its assets, then and in any such event any payment in respect or distribution of any Obligations unlesskind or character, at whether in cash, securities or other property (excluding Reorganization Securities), which shall be payable or deliverable upon or with respect to any of the time of such paymentSubordinated Debt shall be paid or delivered directly to Senior Creditor for application as required by a certain Inter-Creditor Agreement by and between Senior Creditor, Uro-Tech, Ltd. and Boston Financial & Equity Corporation (the "Inter-Creditor Agreement") to the Senior Debt (whether or not the same is then due) until all amounts then due and owing under or in respect of the Senior Debt have has been fully paid and discharged. Each instrument evidencing Subordinated Debt shall at all times bear a conspicuous legend that the Subordinated Debt evidenced thereby is subordinated to the Senior Debt pursuant to this Agreement. The books and records of Subordinated Creditor and any other holder of Subordinated Debt shall be marked to evidence the subordination of all of the Subordinated Debt to and in full and no default exists in respect favor 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 In consideration of the holder of Class A Indebtedness agreeing to guarantee the obligations of the Borrower under the Senior Loan Agreement and as a continuing security for the due and punctual payment of the Class A Indebtedness and the due and punctual performance and observance by the Borrower of all obligations of the Borrower contained in any security document in favor of the Guarantor to which the Borrower is a party, each of the holders of Class B, C and D Indebtedness agrees that throughout the continuance of this Deed and so long as followsthe Class A Indebtedness or any part thereof remains owing: (ai) except as provided in Clause 3, the Class B, C and D Indebtedness, as applicable, owing to it: (A) is, and shall remain, subordinated and the payment of thereof deferred to all and any rights, claims and actions which 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, Class A Indebtedness may 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, have against 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 ObligationsClass A Indebtedness; (dB) the Lender shall not initiate be repaid or prosecute repayable, in whole or in part, except with the prior written consent of the holder of Class A Indebtedness in the event of the winding-up, liquidation or dissolution of the Borrower (or any claim, action or other proceeding challenging the enforceability of any Senior Debt or object to any borrowing under any Senior Debtproceedings analogous thereto); (eC) may accrue interest, but such interest shall not be payable; (D) except for the Lender agreesClass B Indebtedness, at is and shall remain unsecured by any Charge over the request of whole or any holder of Senior Debt, to execute and deliver to such holder a confirmation part of the subordination provided for herein in assets of 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 confirmationBorrower; and (fE) is not, and shall not become capable of being, subject to any right of set-off or counterclaim; (ii) except as provided in Clause 3, it shall not claim, request, demand, sue for, take or recexxx (whether by set-off or in any other manner and whether from the Borrowers are not restricted from incurring indebtedness Borrower or charging their property and undertaking to secure any indebtedness other person) any money or other obligationsproperty in respect of the Class B, C or D Indebtedness or any part thereof; (iii) if any monies (including the proceeds of any set-off or counterclaim) or other property are received directly or indirectly in respect of any Class B, C or D Indebtedness by or on behalf of it in breach of any of the provisions of this Deed, it will hold the same upon trust to be applied first in or towards payment of Class A Indebtedness and second, as to any balance remaining after irrevocable and unconditional payment and discharge in full of the Class A Indebtedness, in or towards payment of the Class B, C and D Indebtedness in accordance with the provisions of this Deed; (iv) if any Charge is created as security for the Class C or D Indebtedness then, immediately on the creation thereof, the benefit of such Charge shall be assigned or transferred in favor of the holder of Class A Indebtedness as security for the Class A Indebtedness and any instrument or agreement evidencing such Charge shall be deposited with the holder of Class A indebtedness; and (v) it shall require the Borrower to, and shall ensure that the Borrower shall pay to the holder of Class A Indebtedness or as the holder of Class A Indebtedness may direct any amounts which, if paid to such holder of Class B, C or D Indebtedness, would be subject to the trust mentioned in paragraph (iii) above.

Subordination. The Lender hereby agrees For purposes of this Note and specifically this Section 2 hereof, the term "Superior Bank Indebtedness" shall be defined as follows: : The principal of, and accrued and unpaid interest on (a) indebtedness of the Company incurred in the ordinary course of business for money borrowed or in respect of letters of credit issued for its own account, to (i) any bank or trust company organized under the laws of the United States or any, state or (ii) any savings and loan association; (b) obligations of the Company incurred pursuant to agreements to factor the accounts receivable of the Company (c) purchase money obligations entered into in the ordinary course of business, evidenced by notes, lease purchase agreements, purchase contracts or agreements, or similar instruments for the payment of which the Obligations Company is subordinated andresponsible or liable, by guarantees or otherwise; (d) obligations of the Company incurred in the ordinary course of business under any agreement to lease, or lease of, any real or personal property which are required to be capitalized in accordance with generally accepted accounting principles, or any other agreement to lease, or lease of, any real or personal property for the benefit of the Company which, by the terms thereof, are expressly designated as Superior Bank Indebtedness; and (e) any modification, renewal, extension or refunding of any such indebtedness, guarantee or obligation; in every case, whether such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, was outstanding on the date of execution of this Note or thereafter created, incurred or assumed; unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, is not superior in right of payment to the Notes. The Maker agrees, and the Noteholder of the Note issued hereunder by its acceptance thereof likewise agrees, that the Note shall be issued subject to the right provisions of payment this Section 2, each person holding any Note, whether upon original issue or assignment thereof, accepts and agrees to be bound by such provisions. This Note issued hereunder shall, to the extent and in the manner hereinafter set forth forth, be subordinated and subject in paragraph (b) below, postponed right of payment or satisfaction to the repayment in full prior payment of all other indebtedness Superior Bank Indebtedness. Subject to the payment of Superior Bank Indebtedness as provided above and subject to applicable law, the rights 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 Noteholder 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 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 appropriately subrogated to the rights of any holder the holders of Senior Debt that does not request Superior Bank Indebtedness to receive payments or receive such a confirmationdistributions of cash, property or securities of the Company to the extent applicable to the Superior Bank Indebtedness until the principal of, and premium, if any, and interest on the Notes shall be paid in full; and (f) , for the Borrowers purposes of such subrogation, no payments or distributions to the holders of the Superior Bank Indebtedness of any cash, property or securities to which the Holders of the Notes would be entitled except for the provisions of this Section 2. It is understood that the provisions of this Section 2 are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or are intended solely for the purpose of defining the relative rights of the Noteholder, on the one hand, and the holders of the Superior Bank Indebtedness, on the other obligationshand.

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 Collateral Agent and obligations of the Borrowers (or any of them) to any holder of other Secured Parties, and Collateral 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 Collateral 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 Requirements 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) Collateral 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 Collateral 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 Collateral 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 Collateral 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 Collateral 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 Collateral 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 obligationsbe otherwise charged with.

Subordination. The Lender hereby agrees as follows: (a) The Holder of this Debenture, by its acceptance of this Debenture, agrees that the payment of the Subordinated Obligations is are subordinated and, subject to the in right of payment payment, to the extent and in the manner set forth provided in paragraph this Section 9, to the prior payment in full in cash of all Senior Obligations (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that this subordination is for the benefit of the holders of Senior Obligations. Each holder of Senior Obligations, whether now outstanding or hereafter incurred, shall be deemed to have acquired such Senior Obligations in reliance upon the terms and provisions of this Section 9. b) belowThe Holder, postponed to the repayment in full by its acceptance 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 kindthis Debenture, 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 agrees that no payment in respect of any Obligations unlessthe Subordinated Obligations, at the time of such paymentwhether as principal, all amounts then due interest or otherwise, and owing under or whether in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencingcash, securing or relating to the Senior Debt; (c) the Lender shall not accept any mortgage, pledge, hypothec securities or other charge, lien or encumbrance on any property, asset shall be made by or undertaking on behalf of any Borrower in respect of the Obligations; (d) the Lender shall not initiate Company, or prosecute any claimreceived, action accepted or other proceeding challenging the enforceability of any Senior Debt demanded, directly or object to any borrowing under any Senior Debt; (e) the Lender agreesindirectly, at the request by or on behalf of any holder of Senior DebtSubordinated Obligations, at any time prior to execute and deliver to such holder a confirmation payment in full in cash of the subordination provided Senior Obligations. c) Each holder of Subordinated Obligations agrees not to ask, demand, sxx for herein or take or receive from the Company 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 form attached as Exhibit CSubordinated Obligations. In the event that any payment by the Company of any kind or character, but without prejudice 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 Holder or any affiliate thereof at a time when such payment is prohibited under this Section 9, such payment or distribution shall be held by such Holder or affiliate in trust (segregated from other property of such Holder or affiliate) for the benefit of, and shall forthwith be paid over to, the holders of Senior Obligations to be applied to the rights balance of the Senior Obligations, until paid in full. d) Company shall not give, or permit to be given, and no holder of Subordinated Obligations shall receive, accept or demand, (i) any security of any holder nature whatsoever for any Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Company, any of its subsidiaries or any other obligor, or (ii) any guarantee of any Subordinated Obligations, of any nature whatsoever, by the Company, any subsidiary of the Company, or any other person. e) The holders of the Senior Obligations have made or will make loans and extend credit to Company in reliance on this Section 9 and the other terms of this Debenture and the documents executed in connection with this Debenture and are entitled to the benefits of the provisions hereof and thereof. Accordingly, the holders of the Senior Obligations shall be entitled to enforce any such provision against the Holder or the Company and its subsidiaries. f) The Holder agrees that it will not contest the validity, perfection, priority or enforceability of the liens upon any collateral securing the Senior Obligations, and that, as between the holders of Senior Debt that does not request Obligations and the Holder, the terms of this Section 9 shall govern even if part or receive such a confirmation; and (f) all of the Borrowers Senior Obligations or the liens securing payment and performance thereof are not restricted from incurring indebtedness perfected or charging their property and undertaking to secure are avoided, disallowed, set aside or otherwise invalidated in any indebtedness judicial proceeding or other obligationsotherwise.

Subordination. The Lender hereby agrees Borrower Obligations (as follows: (ahereinafter defined) the payment of the Obligations is subordinated and, subject to the are subordinate in right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment hereinafter prior payment in full of all other indebtedness the Guaranteed Obligations described in clause (a) of Section 2.01. No payment shall be made by or on behalf of the Borrowers (Borrower for or on account of any Borrower Obligations, and none of the Guarantors shall ask for, demand, xxx for, take or receive from the Borrower, directly or indirectly, in cash, securities or otherwise, by setoff, realization on collateral, exercise of any other remedies or in any other manner, payment of all or any part of them) and any Borrower Obligation. As used herein, the term "Borrower Obligations" shall mean all liabilities and obligations of any kind or nature from time to time of the Borrowers (or Borrower to any of them) to any holder of the Guarantors, whether such indebtedness of any kind, now or hereafter existing, obligations are direct or indirect, otherwise secured or unsecured, joint or several, absolute or contingent, joint due or severalto become due, whether as principal for payment or surety performance, now existing or hereafter arising; provided, however, that Borrower Obligations shall not include obligations of the Borrower to LCSC under the Development Agreement or the Management Agreement, which obligations shall be subordinated to the extent set forth in the Acknowledgment and whether under a credit agreementConsent of LCSC to the Facility Agreements Assignment. No Guarantor shall sell, promissory note, guarantee assign or otherwise (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased dispose of all or modified any part of its interest in any way from time to time and including all principalobligation or indebtedness constituting or evidencing a Borrower Obligation unless such purchaser, interesttransferee or assignee agrees, 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 a manner satisfactory 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 DebtBank, to execute and deliver to such holder a confirmation of become bound by the foregoing 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 obligationsterms.

Subordination. The Lender hereby agrees as follows: (a) On the terms and conditions set forth below, Subordinated Creditor’s right to payment and performance of the Obligations is Subordinated Debt and any and all liens and security interests securing the Subordinated Debt are hereby subordinated and, subject to the Senior Creditors’ right of to full and 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 performance of the Borrowers (Senior Debt and all liens and security interests securing the Senior Debt. Except as permitted under Section 3(a), Subordinated Creditor shall not initiate or cause to initiate any Enforcement Action or otherwise ask, demand, sxx for, take or receive from any Obligor, by setoff or in any other manner, the whole or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness part of any kind, monies which may now or hereafter existingbe owing by any Obligor to Subordinated Creditor, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether be owing by any other person to Subordinated Creditor under a credit agreementguaranty or similar instrument, promissory noteon account of the Subordinated Debt, guarantee or otherwise (collectivelynor any collateral security for any of the foregoing, including, without limitation, any personal property collateral granted to Subordinated Creditor pursuant to the “Senior Debt”)Subordinated Loan Documents, as such unless and until the Senior Debt may be modified renewed, extended, increased or modified shall have been indefeasibly fully paid 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;cash. (b) the Lender may Subordinated Creditor shall not receive create, maintain or perfect any payment security interest in respect or lien on any property of any Obligations unlessObligor (other than any security interests or liens that may exist on the date hereof in favor of Subordinated Creditor in certain of Obligors’ personal property under and as described in the Subordinated Loan Documents, at which liens and security interests shall be, and hereby are agreed to be, junior and subordinated to the time security interests and liens securing the Senior Debt). If, notwithstanding the foregoing, any lien shall be created or shall arise in favor of Subordinated Creditor, whether by operation of law or otherwise, in or on any property of any Obligor or any of its subsidiaries or affiliates to secure all or any portion of the Subordinated Debt, then the liens granted by any such Obligor in any such property in favor of Senior Creditors to secure the Senior Debt shall in all respects be first and senior liens, superior to such liens that may be created or arise, and superior to any security interest or lien that may exist on the date hereof, in either case which liens are in favor of Subordinated Creditor securing the Subordinated Debt notwithstanding (i) the date, manner or order of creation, attachment or perfection of any such security interests or liens, (ii) the provisions of the UCC or any other applicable statutes or court decisions that would provide otherwise in the absence of this agreement, (iii) the provisions of any contract between Subordinated Creditor, on the one hand, and any Obligor or any subsidiary or affiliate thereof, on the other, and (iv) whether Subordinated Creditor or any agent or bailee thereof holds possession of any part any such collateral. In the event Subordinated Creditor shall have or obtain possession of any such property or shall, in contravention of this agreement, foreclose upon or enforce its security interest or lien upon any such property, whether by self-help, judicial action or otherwise, then (i) all such property shall be immediately delivered to Senior Agent, or, if not deliverable, all cash or non-cash proceeds and profits of such paymentproperty shall be paid over to Senior Agent, without any deduction or offset, and (ii) until duly delivered or paid to Senior Agent, any such property or cash or non-cash proceeds and profits of such property shall be held in trust for the benefit of Senior Creditors, in the case of each of clause (i) and clause (ii), unless and until all amounts then due and owing under or in respect of the Senior Debt shall have been paid in full and no default exists cash in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt;full. (c) The subordination contained in this Agreement is intended to define the Lender rights and duties of Subordinated Creditor and Senior Creditors; it is not intended that any third party (including any Obligor or any of its respective subsidiaries or affiliates, any bankruptcy trustee, receiver, or debtor-in-possession) 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 benefit from it. If 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 effect of the subordination provided for herein contained in the form attached as Exhibit Cthis Agreement would be to give any third party a priority status to which that party would not otherwise be entitled, but without prejudice then that provision shall, to the extent necessary to avoid that priority, be given no effect and the rights of any holder and priorities 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 Creditors and undertaking to secure any indebtedness or other obligationsSubordinated Creditor shall be determined in accordance with applicable law and this Agreement.

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 Any 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, Borrower now or hereafter existing, direct or indirect, absolute or contingent, joint or severalheld by Holding, whether in connection with this Section 9A or other provisions of this Agreement, or whether completely independent of this Agreement and the indebtedness, is hereby subordinated to the indebtedness of the Borrower to the Banks; provided that so long as no Default or Event of Default exists (both before and after giving effect to any payment of principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectivelyinterest proposed to be made on such subordinated indebtedness), the “Senior Debt”)Borrower may pay to Holding regularly-scheduled interest and principal payments required by its terms to be made on such subordinated indebtedness. Holding hereby covenants with the Agent and the Banks that, except as such Senior Debt the Agent may otherwise agree, Holding shall not be modified renewedentitled to, extendedand shall not, increased demand 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 unlessindebtedness of the Borrower to Holding (whether of principal, at interest thereon or otherwise) or demand the time creation, or receive the benefit, of any encumbrance or other Lien over or any guarantee or indemnity in respect of any indebtedness of the Borrower to Holding or commence any proceeding against the Borrower or take any action in respect of any indebtedness of the Borrower to Holding (including, without limitation, the exercise of any right of set-off, counterclaim or lien, or any right to declare any default or "event of default" or any action or steps with a view to (or otherwise in connection with) the winding-up, dissolution, receivership or administration of the Borrower). Prior to the transfer by Holding of any note or negotiable instrument evidencing any indebtedness of the Borrower to Holding, Holding shall mark such note or negotiable instrument with a legend that thx xxme is subject to this subordination. (b) Holding hereby covenants with the Agent and the Banks and agrees and declares that: (i) in the event of Holding receiving any payment or any other benefit in breach of Section 9A.7(a), Holding shall forthwith notify the Agent of the receipt and, pay to the Agent on behalf of the Banks, all sums which shall have been received by it in consequence of such breach and until such payment to the Agent, Holding shall hold the payment or other benefit so received by it in trust for the Banks; (ii) in the event of any indebtedness being discharged by set-off in breach of Section 9A.7(a), it shall forthwith notify the Agent of the discharge and pay to the Agent on behalf of the Banks an amount equal to the amount of the discharge; and (iii) it shall forthwith pay to the Agent on behalf of the Banks, and it shall hold in trust for the Banks pending such payment, all amounts then due and owing under any amount or other distribution of assets of any kind or character received by it (whether in respect cash, property, securities or otherwise) on a winding-up, dissolution, receivership or administration 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;Borrower. (c) Holding hereby agrees with the Lender shall not accept Agent and the Banks that it will at its own expense do all such things as the Agent may require as being necessary or desirable to transfer to the Agent all payments or benefits to be made pursuant to Section 9A.7(b) including endorsements and execution of formal transfers, and will pay any mortgage, pledge, hypothec or other charge, lien or encumbrance on any property, asset or undertaking of any Borrower costs and stamp duties in respect of the Obligations;connection therewith. (d) If, for any reason, a trust in favor of the Lender Banks under this Section 9A.7 is invalid or unenforceable, Holding shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability of any Senior Debt or object from time to any borrowing under any Senior Debt; (e) the Lender agrees, at the request of any holder of Senior Debt, to execute time promptly pay and deliver to such holder a confirmation the Agent on behalf of the subordination provided for herein in the form attached as Exhibit C, but without prejudice Banks an amount equal to the rights amount of any holder of Senior Debt that does not request payment or receive such a confirmation; and (f) benefit which it would otherwise have been obliged to hold in trust for the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to secure any indebtedness or other obligationsBanks.

Subordination. (i) The Lender hereby agrees as follows: Intercreditor Agreement or the subordination provisions (athe “Subordinated Provisions”) of the payment Subordinated Notes Documents shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the Subordinated Notes or the Second Lien Notes, in each case except pursuant to the express terms thereof; (ii) all or any material portion of the Obligations is subordinated andcease to constitute “Senior Debt” and “Designated Senior Debt” under the Subordinated Note Documents or “First Lien Obligations” under the Second Lien Notes Documents; (iii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of the Intercreditor Agreement or any of the Subordination Provisions, (B) that the Intercreditor Agreement or the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, (C) that all payments of principal of or premium and interest on the Subordinated Notes, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the right of payment to the extent and in the manner applicable Subordination Provisions; or (D) limitations set forth in paragraph the Intercreditor Agreement upon application of proceeds from any source to payment of principal of, or premium or interest on, the Second Lien Notes; or (biv) below, postponed to the repayment in full of all other indebtedness any holders of the Borrowers (Second Lien Notes shall, directly or any of them) and all liabilities and obligations of the Borrowers (indirectly, disavow 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 contest in any way from time to time and including all principalmanner the effectiveness, 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 validity 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;material term of the Intercreditor Agreement. (ez) the Lender agrees, at the request The Existing Credit Agreement is amended by attaching Exhibit O hereto (form 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 Intercreditor Agreement) 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 obligationsO thereto.

Subordination. The Lender Guarantor hereby agrees that all ------------- Obligations and all indebtedness of Borrower to Guarantor, including 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 Guaranteed Obligations. (a) 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 Agent or any of the Lenders 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 Agent that as of the date hereof, none of the Subordinated Indebtedness to which it 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 Agent. (b) Without limiting the generality of subparagraph 12(a) above, if (1) any event of default under the Revolving Loan Agreement or any Loan Document shall exist and be continuing, whether or not any notice of any such event of default shall have been given or Agent shall have asserted any remedy in connection therewith, (2) the Revolving Loan Agreement shall have expired but the Guaranteed Obligations shall not have been paid and satisfied in full, (3) 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 (4) 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: (ai) the all Guaranteed Obligations shall first be paid in full, and finally and indefeasibly be received by Agent, 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 (ii) 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 Agent until all Guaranteed Obligations shall have been paid in full to and no indefeasibly received by Agent, 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. (c) If, notwithstanding the provisions of this Guaranty, 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 Guaranty, and before all Guaranteed Obligations 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 Agent, or its representative, for application to the payment of all Guaranteed Obligations remaining unpaid, until all of the Guaranteed Obligations shall have been paid in full. (d) So long as an Event of Default shall occur and be continuing, (i) Guarantor shall not assert, collect, accept payment on or enforce any of the Subordinated Indebtedness unless and until the Guaranteed Obligations are paid in full; (ii) Guarantor shall not demand payment of, accelerate the maturity of, or declare a default exists or event of default under the Subordinated Indebtedness; or (iii) 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 or any document evidencing, securing or relating to Subordinated Indebtedness without 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 express prior written consent of the Agent (which consent may be withheld for any reason in Agent's sole discretion). Any payment or transfer so made or given by Borrower and received or accepted by Guarantor, without the express prior written consent of Agent, shall be held in trust by Guarantor for Agent, for the account of Agent, and Guarantor shall immediately turn over, in kind, any such payment to Agent for application in reduction of, or (in the case of property other than cash) as security for, the Guaranteed 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 agreesGuarantor, at the request of or any other holder of Senior Debtthe Subordinated Indebtedness, to shall execute and deliver to Agent or its representatives all such holder a confirmation further instruments confirming the authorization referred to in this Guaranty, 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 Agent 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 requested by Agent in order to enable Agent to enforce all claims upon or in respect of Senior Debt that does not request such Subordinated Indebtedness, including authorizing Agent or receive such a confirmation; and (f) any of its agents, nominees or designees to file and prove and vote claims in Agent'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 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 of the Obligations is subordinated andThis Note, subject to the right of payment to the extent and in the manner hereinafter set forth forth, shall be subordinated and subject in paragraph (b) below, postponed right of payment to the repayment prior payment in full of all other indebtedness principal of the Borrowers (or any of them) and all liabilities premium, if any, 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 interest on 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;(as defined hereinbelow). (b) No payment on account of principal or interest on this Note shall be made, nor shall any property or assets be applied to the Lender may not receive any payment in respect purchase or other acquisition or retirement of any Obligations unlessthis Note, if the Maker is at the time of such payment, all purchase, acquisition or retirement delinquent in the full payment of amounts then due for principal and owing under premium, if any, and interest on its Senior Debt. Notwithstanding the foregoing, no payment on account of this Note shall be made if, at the time of such payment or immediately after giving effect thereto, and as a result thereof, (i) there shall exist a default in the payment of principal, premium, if any, or interest with respect of the Senior Debt have been paid in full and no default exists in respect of the to any Senior Debt or (ii) there shall have occurred an Event of Default (other than a default in the payment of principal, premium, if any, or interest) with respect to any document evidencingSenior Debt or in the instruments or documents pursuant to which the same is outstanding, securing permitting the holders thereof to accelerate the maturity thereof, and such Event of Default shall not have been cured or relating to the waived in writing by all holders of Senior Debt;. (c) Upon (i) any acceleration of the Lender shall not accept principal amount due on this Note pursuant to the terms of this Note or (ii) any mortgagepayment or distribution of assets of the Maker of any kind or character, pledgewhether in cash, hypothec property or securities, to the 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 chargeproceedings, lien all principal, premium, if any, and interest due or encumbrance on to become due upon all Senior Debt shall first be paid in full, or payment thereof provided for in money or money's worth, before the Holder shall be entitled to retain any propertyassets so paid or distributed in respect thereof; and upon any such dissolution or winding up or liquidation or reorganization, asset any payment or undertaking distribution of assets of the Maker of any Borrower kind or character, whether in respect cash, property or securities, to which the Holder would be entitled, except for these provisions, shall be held in trust for, and shall be paid by the Maker to any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or to the holder or holders of Senior Debt or their representatives, to the Obligations;extent necessary to pay all Senior Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holder of such Senior Debt, before any payment or distribution is made to the holder of this Note. (d) Nothing contained in these provisions shall prevent the Lender shall not initiate or prosecute any claim, action or other proceeding challenging Maker from making and the enforceability Holder 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 this Note from accepting and deliver to such holder a confirmation retaining payment of the subordination provided for herein principal of and interest on this Note at any time except under the conditions described in the form attached as Exhibit C, but without prejudice to the rights preceding paragraphs 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.this Article