Common use of Subordination Clause in Contracts

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoeverreason, the Other Borrower is now or hereafter becomes indebted to Guarantor: such Guarantors: (a) Such indebtedness and all interest thereon and all liens, security interests interest and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in win all respects to the Guaranteed Obligations of Borrower and to all liens, liens security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor Obligations of Borrower; (b) Except as expressly permitted in the Purchase Agreement or otherwise approved by the Noteholder Representative, Guarantors shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor Guarantors until the Guaranteed Obligations of Borrower have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. ; (c) In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove provide its claim in any such proceeding so as to establish its rights hereunder and sand shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents)custodian, dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor Guarantors now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provisionsprovision, Guarantor Guarantors should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor Guarantors shall pay the same to Lender Secured Party immediately, Guarantor Guarantors hereby agreeing that it is shall receive the payment, claim or distribution in trust for Lender Secured Party and shall have absolutely no dominion over the same except to pay it immediately to LenderSecured Party; and Guarantor and (d) Guarantors shall promptly upon request of Lender Lenders from time to time execute such documents and perform such acts as Lender Lenders may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from Borrower as Administrative Agent may find acceptable from time to time in its sole and absolute discretion, and (ii) distributions from Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to Borrower’s income from the Property; (c) Guarantor hereby assigns and grants to Lender Administrative Agent a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Administrative Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a Default or an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 45, Guarantor shall pay the same to Lender Administrative Agent immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent and shall have absolutely no dominion over the same except to pay it immediately to LenderAdministrative Agent; and and (d) Guarantor shall promptly upon written request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 45, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender Administrative Agent of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other such Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Any indebtedness of Borrower is held by Guarantor now or hereafter becomes indebted in the future (including but not limited to Guarantor: such indebtedness (i) all debts and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property liabilities of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until whether the Guaranteed Obligations have been fully obligations of Borrower are direct, contingent, primary, secondary, joint and finally paid several or otherwise, whether the obligations are evidenced by note, contract, open account or otherwise and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, irrespective of the Other Borrower to Guarantor now existing creation of such debts or hereafter arisingliabilities or manner acquired by Guarantor, including (ii) any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowbelow and (iii) all liens, security interests, judgment liens, charges or other encumbrances on Borrower’s assets securing payment thereof) is and shall be subordinated to the Indebtedness, and upon the occurrence of an Event of Default, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty, except to the extent that such amounts are actually applied toward Borrower’s obligations under the Loan Documents, Guarantor shall not receive, or collect, directly or indirectly any amount in connection with the foregoing. If any amount is received by Guarantor on such indebtedness of Borrower held by Guarantor at the time an Event of Default exists, it shall be received by Guarantor in trust, as trustee for Lender, and Guarantor agrees to pay such amounts promptly to Lender. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim claims in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have Indebtedness has been fully and finally paid and performed. If, notwithstanding Guarantor hereby acknowledges and agrees that the foregoing provisionsprovisions shall be operative without the necessity of execution of any further documents. Notwithstanding the foregoing, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay upon the same to Lender immediatelyrequest of Lender, Guarantor hereby agreeing that it shall receive the paymentagrees to execute of a subordination agreement, claim or distribution in trust for Lender form and shall have absolutely no dominion over the same except to pay it immediately content reasonably acceptable to Lender; and Guarantor shall promptly upon request , evidencing the provisions of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty8.

Subordination. IfIn the event that, for any reason whatsoever, the Other Borrower Company or a Person obligated in respect of the Guarantied Obligations pursuant to another agreement, is now or hereafter becomes indebted to Guarantor: any Guarantor in any manner (such indebtedness referred to as an "Affiliate Obligation"), the amount of such Affiliate Obligation, interest thereon, and all interest thereon and all liens, security interests and rights now or hereafter existing other amounts due with respect to property of the Other Borrower securing same thereto, shall, at all timestimes during the existence of a Default or an Event of Default, be subordinate as to time of payment and in all other respects to all the Guaranteed Obligations Guarantied Obligations, and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; such Guarantor shall not be entitled to enforce or receive paymentpayment thereof until all sums then due and owing to the Noteholders in respect of the Guarantied Obligations shall have been paid in full, directly or indirectlyexcept that such Guarantor may enforce (and shall enforce, at the request of the Required Holders, and at such Guarantor's expense) any obligations in respect of any such indebtedness Affiliate Obligation owing to such Guarantor from the Company or such indebted Person so long as all proceeds in respect of any recovery from such enforcement shall be held by such Guarantor in trust for the benefit of the Other Borrower Noteholders, to Guarantor until be paid to the Guaranteed Obligations Noteholders as promptly as reasonably possible. If any other payment, other than pursuant to the immediately preceding sentence, shall have been fully and finally paid and performed; made to any Guarantor hereby assigns and grants to Lender a security interest in all by the Company or such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in indebted Person on any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee Affiliate Obligation during any time that a Default or other custodian (whether or not an Event of Default exists and there are Guarantied Obligations outstanding, such Guarantor shall have occurred under any hold in trust all such payments for the benefit of the Loan Documents)Noteholders, dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally be paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyNoteholders as promptly as reasonably possible.

Subordination. IfAll debt and other liabilities of the Borrower to any Guarantor (“Borrower Debt”) are expressly subordinate and junior to the Guarantied Obligations and any instruments evidencing the Borrower Debt to the extent provided below. (i) Until the Release Date, for each Guarantor agrees that it will not request, demand, accept, or receive (by set-off or other manner) any reason whatsoeverpayment amount, credit or reduction of all or any part of the amounts owing under the Borrower Debt or any security therefor, except as specifically allowed pursuant to clause (ii) below; (ii) Notwithstanding the provisions of clause (i) above, the Other Borrower is now may pay to the Guarantors and the Guarantors may request, demand, accept and receive and retain from the Borrower payments, credits or hereafter becomes indebted to Guarantor: such indebtedness and reductions of all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property any part of the Other amounts owing under the Borrower securing same shallDebt or any security therefor on the Borrower Debt, at all timesprovided that the Borrower’s right to pay and the Guarantors’ right to receive any such amount shall automatically and be immediately suspended and cease (A) upon the occurrence and during the continuance of an Event of Default or (B) if, be subordinate in all respects to after taking into account the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive effect of such payment, directly or indirectly, an Event of Default would occur and be continuing. The Guarantors’ right to receive amounts under this clause (ii) (including any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations amounts which theretofore may have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all suspended) shall automatically be reinstated at such indebtedness and security therefortime as the Event of Default which was the basis of such suspension has been cured or waived (provided that no subsequent Event of Default has occurred) or such earlier date, if any, as the Administrative Agent gives notice to the Guarantors of reinstatement by the Required Lenders, in the Required Lenders’ sole discretion; (iii) If any Guarantor receives any payment on the Borrower Debt in violation of this Guaranty, such Guarantor will hold such payment in trust for the Lenders and will promptly deliver such payment to the Administrative Agent; and (iv) In the event of the Other commencement or joinder of any suit, action or proceeding of any type (judicial or otherwise) or proceeding under any Debtor Relief Law against the Borrower (an “Insolvency Proceeding”) and subject to Guarantor now existing or hereafter arising, including any dividends and payments court orders issued pursuant to debtor relief or insolvency proceedings referred to belowthe Bankruptcy Code, the Guarantied Obligations shall first be paid and discharged in full before any payment is made upon the Borrower Debt notwithstanding any other provisions which may be made in such Insolvency Proceeding. In the event of receivershipany Insolvency Proceeding, bankruptcyeach Guarantor will at any time prior to Release Date (A) file, reorganizationat the request of any Guarantied Party, arrangement any claim, proof of claim or similar instrument necessary to enforce the Borrower’s obligation to pay the Borrower Debt, and (B) hold in trust for and pay to the Guarantied Parties any and all monies, obligations, property, stock dividends or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim assets received in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any on account of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above Debt in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon order that the indebtedness evidenced thereby is subordinated under and is subject Guarantied Parties may apply such monies or the cash proceeds of such other assets to the terms of this GuarantyObligations.

Subordination. IfAny and all rights of Guarantor under any and all debts, for any reason whatsoever, the Other liabilities and obligations owing from Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness , including any security for and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, guaranties of any such indebtedness obligations, whether now existing or hereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Other Indebtedness. No payment in respect of any such subordinated obligations shall at any time be made to or accepted by Guarantor if at the time of such payment any Indebtedness is outstanding. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to Guarantor until pay to Coast the Guaranteed Obligations have been fully entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and finally paid and performed; insofar as may be necessary for that purpose, Guarantor hereby assigns and grants transfers to Lender a security interest in Coast all such indebtedness rights to any and security thereforall debts, if any, of the Other liabilities and obligations owing from Borrower to Guarantor Guarantor, including any security for and guaranties of any such obligations, whether now existing or hereafter arising, including without limitation any payments, dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and payments pursuant held as trustee for the benefit of Coast and shall forthwith be paid over to debtor relief Coast to be applied to the Indebtedness in such order and sequence as Coast shall in its sole discretion determine, without limiting or insolvency proceedings referred to belowaffecting any other right or remedy which Coast may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the Guarantor hereby expressly waives any right to prove its claim in set-off or assert any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantycounterclaim against Borrower.

Subordination. If, for any reason whatsoever, (a) Each Trustee on behalf of itself and the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of other Subordinated Parties hereby agrees that the Other Borrower securing same shall, at all times, Subordinated Obligations shall be subordinate and junior in all respects right of payment to the Guaranteed (i) Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; of each Specified Subsidiary Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor (whether now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute after the date hereof incurred, assumed, created or arising) and (ii) Permitted Guaranteed Bilateral Letter of Credit Facilities with a Lender or an affiliate thereof (whether now existing or from time to time after the date hereof incurred, assumed, created or arising), including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding, whether or not a claim for post-filing interest is allowed or allowable in any such documents Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and perform such acts all other amounts payable thereunder or in respect thereof, in each case whether or not any of the foregoing is allowed or allowable as Lender may require a claim in any Insolvency Proceeding (collectively, the “Senior Obligations”). For purposes hereof, “Subordinated Obligations” means all obligations of the Specified Subsidiary Guarantors to evidence and perfect its interest and the Subordinated Parties (whether now existing or from time to permit time after the date hereof incurred, assumed, created or facilitate exercise of its rights arising) under this Section 4each Indenture, including each Subsidiary Notes Guarantee, including, but not limited toin each case to the extent constituting obligations thereunder, execution and delivery the payment of financing statementsprincipal, proofs of claimpremium (if any), further assignments and security agreementsinterest (including, and delivery to Lender without limitation, interest accruing on or after the filing of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject Insolvency Proceeding pursuant to the terms of this Guarantythe Indenture, 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 the foregoing is allowed or allowable as a claim in any Insolvency Proceeding. For purposes hereof, “Discharge of the Senior Obligations” shall mean that the Senior Obligations have been indefeasibly paid in full in cash and all commitments of the Senior Parties under the Loan Documents have been terminated (other than any inchoate obligations for which no claim has been asserted).

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender Administrative Agent for the benefit of Lenders a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Administrative Agent shall have the right to prove its the claim of Administrative Agent and/or Lenders in any such proceeding so as to establish its their rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of a Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 45, Guarantor shall pay the same to Lender Administrative Agent immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent and Lenders and shall have absolutely no dominion over the same except to pay it immediately to LenderAdministrative Agent; and and (d) Guarantor shall promptly upon request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 45, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender Administrative Agent of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Recourse Obligations of Borrower and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Recourse Obligations of Borrower; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed; provided, however, nothing herein is intended to limit Borrower’s ability to make distributions to Guarantor in the normal course of operations of Borrower; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If, for any reason whatsoever, Any indebtedness of the Other Borrower is now or hereafter becomes indebted owing to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property each of the Other Parent, Arlington and GMSCII, as the case may be, is hereby subordinated to the Obligations of the Borrower securing same shall, at all times, be subordinate in all respects owing to the Guaranteed Obligations Creditors; and if the Administrative Agent so requests at a time when an Event of Default exists, all such indebtedness of the Borrower to all lienseach of the Parent, security interests Arlington and rights now GMSCII shall be collected, enforced and received by the Parent, Arlington or hereafter existing to secure GMSCII, as the case may be, for the benefit of the Guaranteed Obligations; Guarantor shall not Creditors and be entitled paid over to enforce the Administrative Agent on behalf of the Guaranteed Creditors on account of the Obligations to the Guaranteed Creditors, but without affecting or receive paymentimpairing in any manner the liability of the Parent, directly Arlington or indirectlyGMSCII under the other provisions of this Holdings Guaranty. Prior to the transfer by the Parent, Arlington or GMSCII of any note or negotiable instrument evidencing any such indebtedness of the Other Borrower to Guarantor until the Parent, Arlington or GMSCII, as the case may be, the Parent, Arlington or GMSCII, as the case may be, shall ▇▇▇▇ such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each of the Parent, Arlington and GMSCII hereby agrees with the Guaranteed Creditors that they will not exercise any right of subrogation which they may at any time otherwise have as a result of this Holdings Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Obligations have been fully irrevocably paid in full in cash. If and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest the extent required in all such indebtedness and security therefor, if any, order for the Obligations of each of the Other Borrower Parent, Arlington and GMSCII to Guarantor now existing or hereafter arisingbe enforceable under applicable federal, including any dividends state and payments pursuant other laws relating to debtor relief or the insolvency proceedings referred to below. In of debtors, the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any maximum liability of the Loan Documents)Parent, dividends Arlington and payments that are payable upon GMSCII, as the case may be, hereunder shall be limited to the greatest amount which can lawfully be guaranteed by the Parent, Arlington and GMSCII, as the case may be, under such laws, after giving effect to any obligation rights of the Other Borrower to Guarantor now existing or hereafter arisingcontribution, reimbursement and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights subrogation arising under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty13.07.

Subordination. IfAll debt and other liabilities of the Borrower to any Guarantor ("Borrower Debt") are expressly subordinate and junior to the Guarantied Obligations and any instruments evidencing the Borrower Debt to the extent provided below. (i) Until the Release Date, for each Guarantor agrees that it will not request, demand, accept, or receive (by set-off or other manner) any reason whatsoeverpayment amount, credit or reduction of all or any part of the amounts owing under the Borrower Debt or any security therefor, except as specifically allowed pursuant to clause (ii) below; (ii) Notwithstanding the provisions of clause (i) above, the Other Borrower is now may pay to the Guarantors and the Guarantors may request, demand, accept and receive and retain from the Borrower payments, credits or hereafter becomes indebted to Guarantor: such indebtedness and reductions of all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property any part of the Other amounts owing under the Borrower securing same shallDebt or any security therefor on the Borrower Debt, at all timesprovided that the Borrower's right to pay and the Guarantors' right to receive any such amount shall automatically and be immediately suspended and cease (A) upon the occurrence and during the continuance of an Event of Default or (B) if, be subordinate in all respects to after taking into account the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive effect of such payment, directly or indirectly, an Event of Default would occur and be continuing. The Guarantors' right to receive amounts under this clause (ii) (including any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations amounts which theretofore may have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all suspended) shall automatically be reinstated at such indebtedness and security therefortime as the Event of Default which was the basis of such suspension has been cured or waived (provided that no subsequent Event of Default has occurred) or such earlier date, if any, as the Administrative Agent gives notice to the Guarantors of reinstatement by the Required Lenders, in the Required Lenders' sole discretion; (iii) If any Guarantor receives any payment on the Borrower Debt in violation of this Guaranty, such Guarantor will hold such payment in trust for the Lenders and will immediately deliver such payment to the Administrative Agent; and (iv) In the event of the Other commencement or joinder of any suit, action or proceeding of any type (judicial or otherwise) or proceeding under any Debtor Relief Law against the Borrower (an "Insolvency Proceeding") and subject to Guarantor now existing or hereafter arising, including any dividends and payments court orders issued pursuant to debtor relief the Bankruptcy Code, the Guarantied Obligations shall first be paid, discharged and performed in full before any payment or insolvency proceedings referred to belowperformance is made upon the Borrower Debt notwithstanding any other provisions which may be made in such Insolvency Proceeding. In the event of receivershipany Insolvency Proceeding, bankruptcyeach Guarantor will at any time prior to the Release Date (A) file, reorganizationat the request of any Guarantied Party, arrangement any claim, proof of claim or similar instrument necessary to enforce the Borrower's obligation to pay the Borrower Debt, and (B) hold in trust for and pay to the Guarantied Parties any and all monies, obligations, property, stock dividends or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim assets received in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any on account of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above Debt in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon order that the indebtedness evidenced thereby is subordinated under and is subject Guarantied Parties may apply such monies or the cash proceeds of such other assets to the terms of this GuarantyObligations.

Subordination. If, for any reason whatsoeverGuarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior Full Payment of all Guaranteed Obligations as herein provided. After the occurrence and during the continuance of an Event of Default, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor Subordinated Indebtedness shall not be entitled payable, and no payment of principal, interest, or other amounts on account thereof, and no property or guarantee of any nature to enforce secure or receive paymentpay the Subordinated Indebtedness shall be made or given, directly or indirectly, by or on behalf of Borrower or received, accepted, retained, or applied by Guarantor unless and until Full Payment of the Guaranteed Obligations. If any sums shall be paid to Guarantor by Borrower or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by Guarantor for the benefit of Agent and shall forthwith be paid to Agent without affecting the liability of Guarantor under this Guaranty Agreement and may be applied by Agent against the Guaranteed Obligations in accordance with the Note Purchase Agreement. Upon the request of Agent, Guarantor shall execute, deliver, and endorse to Agent such documentation as Agent may reasonably request to perfect, preserve, and enforce its rights hereunder. For purposes of this Guaranty Agreement, the term “Subordinated Indebtedness” means, with respect to Guarantor, all indebtedness, liabilities, and obligations of Borrower to Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. Guarantor agrees that any and all Liens (including any judgment liens), upon Borrower’s assets securing payment of any Subordinated Indebtedness shall be and remain inferior and subordinate to any and all Liens upon Borrower’s assets securing payment of the Guaranteed Obligations or any part thereof, regardless of whether such Liens in favor of Guarantor or Agent presently exist or are hereafter created or attached (provided that the foregoing shall not be interpreted or deemed to allow the existence of any such indebtedness Liens to the extent otherwise prohibited by the Loan Documents). Without the prior written consent of Agent, Guarantor shall not (i) file suit against Borrower or exercise or enforce any other creditor’s right he may have against Borrower or (ii) foreclose, repossess, sequester, or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the Other commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief, or insolvency proceeding) to enforce any obligations of Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; or any Liens held by Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, on assets of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowBorrower. In the event of any receivership, bankruptcy, reorganization, arrangement rearrangement, debtor’s relief, or other debtor relief or insolvency proceedings proceeding involving the Other Borrower as debtor, Lender Agent shall have the right to prove its and vote any claim in any such proceeding so as to establish its rights hereunder under the Subordinated Indebtedness and shall have the right to receive directly from the receiver, trustee trustee, or other court custodian (whether or not an Event of Default shall have occurred under any all dividends, distributions, and payments made in respect of the Loan Documents)Subordinated Indebtedness until the Full Payment of the Guaranteed Obligations. Agent may apply any such dividends, dividends distributions, and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until against the Guaranteed Obligations have been fully and finally paid and performedin accordance with the Note Purchase Agreement or other Loan Documents. If, notwithstanding Conflict in Agreements. If the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in subordination provisions of this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to 14 conflict with the terms of this Guarantythat certain Subordination Agreement dated as of the date hereof between Guarantor, Agent and Borrower (the “Subordination Agreement”), the terms of such Subordination Agreement shall govern the subordination terms between Agent and the Guarantor.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Recourse Obligations of Borrower and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Recourse Obligations of Borrower; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If7.1 Guarantor further agrees that: (i) all present and future indebtedness of Grantor to Guarantor (“Subordinated Debt”) shall be and hereby is subordinated to, assigned and transferred to Secured Party and pledged and made security for the payment of the Secured Obligations; (ii) Guarantor shall not demand, nor accept from Grantor or any reason whatsoeverother person, any payment or transfer of property on account of the Other Borrower is Subordinated Debt and shall not cancel, set-off or otherwise discharge any part of the Subordinated Debt; (iii) Guarantor contemporaneously herewith and from time to time hereafter shall on request deliver to Secured Party any and all documents, instruments, notes or certificates evidencing any such indebtedness, and shall execute such further agreements, endorsements, financing statements, assignments or other proper transfers as Secured Party may request to further evidence the assignment of Subordinated Debt and the perfection of Secured Party’s security interest therein; and (iv) Guarantor hereby appoints Secured Party and each of its duly authorized officers as Guarantor’s attorney to demand and enforce payment in any way of Subordinated Debt, to prove all claims, receive all interest or dividends and take all other action, either in the name of Secured Party or of Guarantor, in respect of Subordinated Debt in any liquidation or any proceedings whatsoever affecting Grantor or his property under any bankruptcy or other laws now or hereafter becomes indebted in effect for the relief of debtors, and in general to Guarantor: such indebtedness do any act or take any action in regard to Subordinated Debt which Guarantor might otherwise do. Notwithstanding the foregoing, so long as there is no event of default under any agreement associated with the Secured Obligations or the Subordinated Debt, Guarantor may receive and all Grantor may pay (but not prepay) scheduled installment payments of principal and/or interest thereon and all liens, security interests and rights now or hereafter existing from Grantor strictly in accordance with respect to property the terms of the Other Borrower securing same shalldocuments and instruments evidencing the Subordinated Debt, at all timesprovided, however, that in no event may any Subordinated Debt be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian prepaid (whether or not an Event permitted or contemplated by the terms of Default shall have occurred under any such documents or instruments) without the prior written consent of Secured Party. Upon the Loan Documents), dividends and payments that are payable upon any obligation request of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Secured Party, Guarantor shall pay the same deliver to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness Secured Party a certified statement of the Other Borrower to Guarantor. All promissory notesoutstanding Subordinated Debt, accounts receivable ledgers or other evidencesspecifying in detail the time at which permitted payments were made, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantyif any.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with With respect to property each Guarantor, all debt and other liabilities of each Borrower or any other Loan Party to such Guarantor (“Loan Party Debt”) are expressly subordinate and junior to the Guarantied Obligations and any instruments evidencing the Guarantied Obligations to the extent provided below. (i) Until the Release Date, each Guarantor agrees that it will not request, demand, accept, or receive (by set-off or other manner) any payment amount, credit or reduction of all or any part of the Other amounts owing under the Loan Party Debt or any security therefor, except as specifically allowed pursuant to clause (ii); (ii) Notwithstanding the provisions of clause (i), Borrower securing same shalland each other Loan Party may pay to such Guarantor and such Guarantor may request, at demand, accept and receive and retain from Borrower payments, credits or reductions of all timesor any part of the amounts owing under the Loan Party Debt or any security therefor on the Loan Party Debt; provided, that each Borrower’s and other Loan Party’s right to pay and such Guarantor’s right to receive any such amount shall automatically and be subordinate in all respects to immediately suspended and cease (A) upon the Guaranteed Obligations occurrence and to all liensduring the continuance of an Event of Default or (B) if, security interests and rights now or hereafter existing to secure after taking into account the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive effect of such payment, directly or indirectly, an Event of Default would occur and be continuing. Such Guarantor’s right to receive amounts under this clause (ii) (including any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations amounts which theretofore may have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all suspended) shall automatically be reinstated at such indebtedness and security therefortime as the Event of Default which was the basis of such suspension has been cured or waived (provided that no subsequent Event of Default has occurred) or such earlier date, if any, as Administrative Agent gives notice to Guarantors of reinstatement by Required Lenders, in Required Lenders’ sole discretion; (iii) If any Guarantor receives any payment on the Loan Party Debt in violation of this Guaranty, such Guarantor will hold such payment in trust for Guaranteed Parties and will promptly deliver such payment to Administrative Agent; and (iv) In the event of the Other commencement or joinder of any suit, action or proceeding of any type (judicial or otherwise) or proceeding under any Debtor Relief Law against Borrower or any other Loan Party (an “Insolvency Proceeding”) and subject to Guarantor now existing or hereafter arising, including any dividends and payments court orders issued pursuant to debtor relief the applicable Debtor Relief Law, the Guarantied Obligations shall first be paid, discharged and performed in full before any payment or insolvency proceedings referred to belowperformance is made upon the Loan Party Debt notwithstanding any other provisions which may be made in such Insolvency Proceeding. In the event of receivershipany Insolvency Proceeding, bankruptcyeach Guarantor will at any time prior to the Release Date (A) file, reorganizationat the request of any Guaranteed Party, arrangement any claim, proof of claim or similar instrument necessary to enforce Borrower’s or such other Loan Party’s obligation to pay the Loan Party Debt, and (B) hold in trust for and pay to Administrative Agent, for the benefit of Guaranteed Parties, any and all monies, obligations, property, stock dividends or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim assets received in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any on account of the Loan Documents), dividends and payments Party Debt in order that are payable upon any obligation Guaranteed Parties may apply such monies or the cash proceeds of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject assets to the terms of this GuarantyGuarantied Obligations.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted Indebted (as defined in the Loan Agreement) to Guarantor: : (a) such indebtedness Indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) at any time after the occurrence and during the continuation of an Event of Default, Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; ; (c) After the occurrence and during the continuation of an Event of Default, Guarantor hereby assigns shall assign and grants grant to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Upon the occurrence of an Event of Default, Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4Section, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If(a) Guarantor hereby agrees that, until the Guarantee Termination Date (and for any reason whatsoeverperiod during which this Guarantee is reinstated pursuant to SECTION 5), the Other all obligations and all indebtedness of Borrower is to Guarantor and any and all present and future indebtedness regardless of its nature or manner of origination now or hereafter becomes indebted to Guarantor: such indebtedness become due and all interest thereon owing by Borrower to Guarantor (collectively, the "SUBORDINATED INDEBTEDNESS"), are hereby subordinated and all lienspostponed and shall be inferior, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects respects, to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Guarantee Obligations; Guarantor . (b) In no circumstance shall not any Subordinated Indebtedness be entitled to enforce or receive paymentany collateral security; PROVIDED, directly or indirectlythat if any collateral security exists, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor agrees that any now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under arising Lien upon any of the Loan Documents)assets of Borrower in favor of Guarantor, dividends whether created by contract, assignment, subrogation, reimbursement, indemnity, operation of law, principles of equity or otherwise, shall be junior and payments that are payable upon inferior to, and is hereby subordinated in priority to any obligation of the Other Borrower to Guarantor now existing or hereafter arisingarising Liens in favor of Lenders, and to have all benefits regardless of any security thereforthe time, until manner or order of creation, attachment or perfection of the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, respective Liens. (c) Guarantor hereby agreeing agrees that it shall not: (i) 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 Guarantee Termination Date (and for any period during which this Guarantee is reinstated pursuant to SECTION 5); (ii) demand payment of, accelerate the maturity of or declare a default or event of default under the Subordinated Indebtedness until the Guarantee Termination Date (and for any period during which this Guarantee is reinstated pursuant to SECTION 5); (iii) cause or permit Borrower to make or give, or 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, or make any transfers in respect of the Subordinated Indebtedness, or give any collateral security for the Subordinated Indebtedness. Any payment, claim transfer or distribution collateral security so made or given by Borrower and received or accepted by Guarantor shall be held in trust by Guarantor for Lender Collateral Agent and shall have absolutely no dominion over the same except to pay it immediately to Lender; Lenders, and Guarantor shall promptly upon request immediately turn over, in kind, any such payment to Collateral Agent for application in reduction of, or (in the case of Lender from time to time execute such documents and perform such acts property other than cash) as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4security for, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyGuarantee Obligations.

Subordination. If(a) Each Subordinated Creditor and each Obligor agrees that the Subordinated Debt is and shall be subordinate, for to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of (i) all Obligations of any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights Obligor now or hereafter existing with respect to property under the Term Credit Agreement and the other Loan Documents, including, without limitation, where applicable, such Obligor’s guarantee thereof (the “Term Loan Obligations”), (ii) all Secured Obligations of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights any such Obligor now or hereafter existing to secure under the Guaranteed ABL Credit Agreement and the other Loan Documents (as defined in the ABL Credit Agreement), including, without limitation, where applicable, such Obligor’s guarantee thereof (the “ABL Obligations; Guarantor ”) and (iii) all obligations of such Obligor or any guarantee thereof under the Senior Notes (the “Notes Obligations”) (the foregoing, collectively, the “Senior Indebtedness”). (b) For the purposes of this Intercompany Subordination Agreement, (A) the Term Loan Obligations shall not be entitled deemed to enforce have been paid in full until the latest of: (i) the payment in full in cash of the Term Loan Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Hedge Agreements and Cash Management Obligations as to which arrangements satisfactory to the applicable Hedge Bank or receive paymentCash Management Bank shall have been made) payable under the Credit Agreement and the other Loan Documents and (ii) the Maturity Date; (B) the ABL Obligations shall not be deemed to have been paid in full until the latest of: (i) the payment in full in cash of the ABL Obligations and all other amounts (other than (x) contingent indemnification obligations as to which no claim has been asserted, directly (y) obligations and liabilities under Secured Hedge Agreements and Cash Management Obligations as to which arrangements satisfactory to the applicable Hedge Bank or indirectly, Cash Management Bank shall have been made and (z) Letter of Credit Obligations which have been Cash Collateralized or back-stopped by a latter of credit as provided for in the ABL Credit Agreement) payable under the ABL Credit Agreement and the other Loan Documents and (ii) the Scheduled Termination Date (as defined in the ABL Credit Agreement) and (C) the Notes Obligations shall not be deemed to have been paid in full until the latest of: (i) the payment in full of the Notes Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted) payable under the Senior Notes Indenture and (ii) the scheduled maturity date of the Senior Notes. (c) A Subordinated Creditor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreements as a result of which such indebtedness Subordinated Creditor ceases to be a Subsidiary of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyBorrower.

Subordination. IfAny and all rights of Guarantor under any and all debts, for any reason whatsoever, the Other liabilities and obligations owing from Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness , including any security for and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, guaranties of any such indebtedness obligations, whether now existing or hereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Other Indebtedness. No payment in respect of any such subordinated obligations shall at any time be made to or accepted by Guarantor if at the time of such payment any Indebtedness is outstanding. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to Guarantor until pay to Silicon the Guaranteed Obligations have been fully entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and finally paid and performed; insofar as may be necessary for that purpose, Guarantor hereby assigns and grants transfers to Lender a security interest in Silicon all such indebtedness rights to any and security thereforall debts, if any, of the Other liabilities and obligations owing from Borrower to Guarantor Guarantor, including any security for and guaranties of any such obligations, whether now existing or hereafter arising, including without limitation any payments, dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and payments pursuant held as trustee for the benefit of Silicon and shall forthwith be paid over to debtor relief Silicon to be applied to the Indebtedness in such order and sequence as Silicon shall in its sole discretion determine, without limiting or insolvency proceedings referred to belowaffecting any other right or remedy which Silicon may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the Guarantor hereby expressly waives any right to prove its claim in set-off or assert any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantycounterclaim against Borrower.

Subordination. If, for any reason whatsoever, the Other Borrower, Mezzanine A Borrower or Mortgage Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower, Mezzanine A Borrower or Mortgage Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Recourse Obligations of Borrower and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Recourse Obligations of Borrower; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower, Mezzanine A Borrower or Mortgage Borrower to Guarantor until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower, Mezzanine A Borrower or Mortgage Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower, Mezzanine A Borrower or Mortgage Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower, Mezzanine A Borrower or Mortgage Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If1.1 The Junior Lender hereby subordinates the indebtedness evidenced by the Junior Debt Instruments, for and any reason whatsoever, the Other Borrower is and all other indebtedness now or at any time or times hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liensowing by the Borrower, security interests and rights now or hereafter existing with respect to property any successor or assign of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arisingBorrower, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivershipwithout limitation, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the a receiver, trustee or debtor-in-possession (the term “Borrower” as used hereinafter shall include any such successor or assign) to the Junior Lender, whether such indebtedness is absolute or contingent, direct or indirect and howsoever evidenced, including without limitation, all interest thereon, including pre-petition and post- petition interest, fees and expenses and any other custodian charges, and any refinancings thereof (whether collectively, the “Junior Debt”) to any and all indebtedness now or not an Event of Default shall have occurred under at any of time hereafter owing by the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing the Senior Lender, whether absolute or hereafter arisingcontingent, direct or indirect and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4howsoever evidenced, including, but not limited to, execution all pre-petition and delivery post-petition interest thereon, fees, expenses and all other demands, claims, liabilities or causes of financing statementsaction for which the Borrower may now or at any time or times hereafter in any way be liable to the Senior Lender, proofs of claimwhether under any agreement, further assignments instrument or document executed and security agreements, and delivery to Lender of any promissory notes delivered or other instruments evidencing indebtedness of made by the Other Borrower to Guarantor. All promissory notesthe Senior Lender or otherwise, accounts receivable ledgers or other evidencesincluding any refinancings thereof, now or hereafter held by Guarantorincluding, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that without limitation, the indebtedness evidenced thereby by that certain Promissory Note dated as of even date herewith from Borrower in favor of Senior Lender in the principal amount of $50,000,000.00, as the same may be amended or modified from time to time (collectively, the “Senior Debt”). 1.2 The Junior Lender hereby subordinates all security interests, liens, encumbrances and claims, whether now existing or hereafter arising, which in any way secure the payment of the Junior Debt (the “Junior Lender’s Collateral”) to all security interests, liens, encumbrances and claims, whether now existing or hereafter arising, which in any way secure the payment of the Senior Debt (the “Senior Lender’s Collateral”). 1.3 The Junior Lender shall not take any action to enforce any of its liens on the Junior Lender’s Collateral, and shall not ask for or receive from the Borrower or any other person or entity any security for the Junior Debt not specifically granted by the Junior Debt Instruments. 1.4 The Junior Lender agrees that it shall have no right to possession of any assets included in the Junior Lender’s Collateral or in the Senior Lender’s Collateral, whether by judicial action or otherwise. 1.5 The Junior Lender agrees to instruct the Borrower not to pay, and agrees not to accept payment of, or assert, demand, ▇▇▇ for or seek to enforce against the Borrower or any other person or entity, by setoff or otherwise, all or any portion of the Junior Debt. Notwithstanding the foregoing, so long as there is subordinated no Event of Default or Unmatured Event of Default (each as defined in the Loan Agreement) under the Senior Debt, the Borrower shall be permitted to make regularly scheduled payments of accrued interest and is subject to principal on the Junior Debt which are mandatory and due or as otherwise permitted under the terms of the Main Street Priority Loan Facility, which has been authorized under Section 13(3) of the Federal Reserve Act. As used herein, the “Loan Agreement” shall mean that certain Loan and Security Agreement dated as of even date herewith by and between Borrower and Senior Lender, as the same may be amended or modified from time to time. Notwithstanding the foregoing, nothing in this GuarantyAgreement shall prohibit the Junior Lender from taking or receiving the proceeds of any assets of the Borrower or any other party which do not constitute Senior Lenders’ Collateral (collectively, the “Excluded Collateral”) and applying the proceeds of Excluded Collateral to the repayment of the Junior Debt when mandatory and due.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Recourse Obligations of Borrower and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Recourse Obligations of Borrower; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have Debt has been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arisingarising during the term of this Guaranty, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have Debt has been fully and finally indefeasibly paid and performedin full. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall promptly pay the same to Lender immediatelyLender, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately promptly to Lender; provided, however, that the foregoing shall not restrict distributions by Borrower to equity owners of Borrower (including Guarantor), in the ordinary course of business and operations of the Property provided no Trigger Period exists; and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: , then, so long as the Debt remains outstanding: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Recourse Obligations of Borrower and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Recourse Obligations of Borrower; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have Debt has been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arisingarising during the term of this Guaranty, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have Debt has been fully and finally paid and performedin full. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall promptly pay the same to Lender immediatelyLender, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately promptly to Lender; provided, however, that nothing herein shall restrict distributions by Borrower to equity owners of Borrower (including Guarantor) and the receipt of such distributions by such equity owners (including Guarantor), in the ordinary course of business and operations of the Collateral provided no Trigger Period is then continuing, and provided further, that once made such distributions shall be free and clear of any interest of Lender therein; and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4Section. Notwithstanding anything herein to the contrary, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held distributions by Guarantor, of obligations of the Other Borrower to Guarantor not in violation of the Loan Documents shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantybe permitted.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Recourse Obligations of Borrower and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Recourse Obligations of Borrower; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have Debt has been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender Administrative Agent for the benefit of Lenders a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arisingarising during the term of this Guaranty, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Administrative Agent on behalf of Lenders shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have Debt has been fully and finally indefeasibly paid and performedin full. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall promptly pay the same to Lender immediatelyAdministrative Agent for the benefit of Lenders, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent for the benefit of Lenders and shall have absolutely no dominion over the same except to pay it immediately promptly to LenderAdministrative Agent for the benefit of Lenders; provided, however, that the foregoing shall not restrict distributions by Borrower to equity owners of Borrower (including Guarantor), in the ordinary course of business and operations of the Property provided no Trigger Period exists; and (d) Guarantor shall promptly upon request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If(a) Notwithstanding any provision of this Agreement to the contrary, for any reason whatsoever, all rights of the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness Guarantors under Sections 8.01 and 8.02 hereof and all interest thereon other rights of indemnity, contribution or subrogation of the Guarantors under applicable law or otherwise shall be fully subordinated to the payment in full in cash or immediately available funds of the Obligations (other than contingent indemnity or expense reimbursement obligations in respect of which no claim has been made). No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 8.01 and all liens, security interests 8.02 hereof (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and rights now or hereafter existing liabilities of the Borrower with respect to property the Obligations or any Guarantor with respect to its obligations hereunder, and the Borrower shall remain liable for the full amount of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; each Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, remain liable for the full amount of any such indebtedness its obligations hereunder. Without limiting the generality of the Other Borrower to foregoing, each Guarantor hereby agrees with the Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Agreement (whether contractual, under Section 509 of the U.S. Bankruptcy Code or otherwise) until the Guaranteed all Obligations have been fully and finally irrevocably paid and performedin full in cash; provided, that if any amount shall be paid to such Guarantor hereby assigns and grants on account of such subrogation rights at any time prior to Lender a security interest the irrevocable payment in full in cash of all the Obligations, such indebtedness and security therefor, if any, amount shall be held in trust for the benefit of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder Secured Parties and shall have forthwith be paid to the right Secured Parties to receive directly from be credited and applied upon the receiverObligations, trustee whether matured or other custodian (whether or not an Event of Default shall have occurred under any unmatured, in accordance with the terms of the Loan Documents)Documents or, dividends if the Loan Documents do not provide for the application of such amount, to be held by the Secured Parties as collateral security for any Obligations thereafter existing (b) The Borrower and payments each Guarantor hereby agree that are payable upon all Indebtedness and other monetary obligations owed by it to the Borrower, any obligation other Guarantor or any Subsidiary shall be fully subordinated to the payment in full in cash or immediately available funds of the Other Borrower to Guarantor now existing Obligations (other than contingent indemnity or hereafter arising, and to have all benefits expense reimbursement obligations in respect of any security therefor, until the Guaranteed Obligations have which no claim has been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantymade).

Subordination. IfAny and all rights of Guarantor under any and all debts, for any reason whatsoever, the Other liabilities and obligations owing from Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness , including any security for and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, guaranties of any such indebtedness obligations, whether now existing or hereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Other Indebtedness. No payment in respect of any such subordinated obligations shall at any time be made to or accepted by Guarantor if at the time of such payment any Indebtedness is outstanding. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to Guarantor until pay to GC the Guaranteed Obligations have been fully entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and finally paid and performed; insofar as may be necessary for that purpose, Guarantor hereby assigns and grants transfers to Lender a security interest in GC all such indebtedness rights to any and security thereforall debts, if any, of the Other liabilities and obligations owing from Borrower to Guarantor Guarantor, including any security for and guaranties of any such obligations, whether now existing or hereafter arising, including without limitation any payments, dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and payments pursuant held as trustee for the benefit of GC and shall forthwith be paid over to debtor relief GC to be applied to the Indebtedness in such order and sequence as GC shall in its sole discretion determine, without limiting or insolvency proceedings referred to belowaffecting any other right or remedy which GC may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the Guarantor hereby expressly waives any right to prove its claim in set-off or assert any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantycounterclaim against Borrower.

Subordination. If(a) Each of the Tranche B Lenders agrees, for any reason whatsoeveritself and each future holder of the Tranche B Obligations, that unless and until the Tranche A Obligations have been paid in full, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness Tranche A Construction Loan Commitment has been terminated and all interest thereon and all liens, security interests and rights now Primary Letters of Credit issued have been terminated or hereafter existing with respect cash collateralized (in an amount up to property 105% of the Other Borrower securing same shallaggregate Stated Amounts thereof), at all timeswithout the express prior written consent of the Administrative Agent and each of the Tranche A Lenders, be subordinate in all respects to the Guaranteed Obligations and to all liensno Tranche B Lender will take, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce demand or receive paymentfrom the Borrower, and the Borrower will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of or security for the whole or any part of the Tranche B Obligations, including, without limitation, any letter of credit or similar credit support facility to support payment of the Tranche B Obligations. The provisions of this Section 11.20 shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Tranche A Obligations, and such provisions are made for the benefit of the holders of Tranche A Obligations, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions. (b) The expressions "prior payment in full," "payment in full," "paid in full" and any other similar terms or phrases when used in this Section 11.20 or with respect to the Tranche A Obligations shall mean the payment in full, in immediately available funds, of all of the Tranche A Obligations, the termination of all Commitments and the termination, or cash collateralization of any such indebtedness Primary Letters of Credit outstanding (in an amount up to 105% of the Other aggregate Stated Amounts thereof). (c) The Tranche B Lenders and the Borrower agree that if the Borrower or any of its Subsidiaries becomes subject to Guarantor a Bankruptcy Event: (i) unless each of the Tranche A Lenders agrees in writing otherwise, all Tranche A Obligations shall be paid in full before any direct or indirect payment or distribution from any assets of the Borrower, its Subsidiaries or NEG is made with respect to the Tranche B Obligations; (ii) any direct or indirect payment or distribution of assets of the Borrower whether in cash, property or securities, to which any Tranche B Lender would be entitled with respect to Tranche B Obligations except for the provisions hereof, shall be paid or delivered by the Borrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Administrative Agent, for the account of the Tranche A Lenders, to the extent necessary to pay in full all Tranche A Obligations, before any payment or distribution shall be made to any Tranche B Lender; and (iii) the Tranche A Lenders may file claims with respect to the Tranche B Obligations in any insolvency proceeding of the Borrower, any of its Subsidiaries or NEG if the Tranche B Lenders fail to file such claims fourteen days prior to the last date set for the filing of such claims. (d) If any direct or indirect payment or distribution (including, without limitation, a payment or distribution by or from NEG on account of the NEG Equity Guaranty or otherwise), whether consisting of money, property or securities, shall be collected or received by any Tranche B Lender in respect of the Tranche B Obligations, such Tranche B Lender forthwith shall deliver the same to the Administrative Agent for the account of the Tranche A Lenders, in the form received, duly indorsed to the Administrative Agent, if required, to be applied to the payment or prepayment of the Tranche A Obligations until the Guaranteed Tranche A Obligations have been fully are paid in full. Until so delivered, such payment or distribution shall be held in trust by such Tranche B Lender as the property of the Tranche A Lenders, segregated from other funds and finally property held by such Tranche B Lender. (e) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document and irrespective of (i) anything contained in any filing or agreement to which the Administrative Agent, any Tranche A Lender or any Tranche B Lender now or hereafter may be a party and (ii) the rules for determining priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, the subordination provisions under this Section 11.20 apply notwithstanding the fact that the security interests and Liens in the Collateral in favor of the Administrative Agent run to each of the GenHoldings Lenders. (f) Subject to the payment in full of the Tranche A Obligations, the Tranche B Lenders shall be subrogated to the extent of the payments made to the Tranche A Lenders pursuant to the provisions of this Section 11.20 to the rights of the Tranche A Lenders to receive payments or distributions of assets of the Borrower or NEG in respect of the Tranche A Obligations until the Tranche B Obligations shall be paid in full. For the purposes of such subrogation, payments or distributions to the Administrative Agent, for the account of the Tranche A Lenders, of any money, property or securities to which any Tranche B Lender would be entitled with respect to Tranche B Obligations except for the provisions of this Section 11.20 shall be deemed, as among the Borrower, NEG and performed; Guarantor hereby assigns their respective creditors other than the Tranche A Lenders and grants such Tranche B Lenders, to Lender be a security payment by the Borrower or NEG to or on account of Tranche B Obligations, it being understood that the provisions of this Section 11.20 are, and are intended solely, for the purpose of defining the relative rights of the Tranche B Lenders, on the one hand, and the Tranche A Lenders, on the other hand. (g) Notwithstanding anything to the contrary in this Section 11.20, the subordination provisions contained in this Section 11.20 are not applicable to any extensions of credit other than (x) the extensions of credit scheduled on Annex I and II to the Third Waiver and Amendment dated as of November 14, 2002 and (y) other extensions of credit, consented to by each of the Tranche B Lenders. (h) This Section 11.20 shall not be amended, supplemented, waived or otherwise modified without the consent of each of the GenHoldings Lenders. (i) Nothing contained in this Section 11.20 or elsewhere in this Agreement is intended to or shall impair, as between the Borrower and the Tranche B Lenders, the obligation of the Borrower, which is absolute and unconditional, to pay to the Tranche B Lenders the principal of and any interest on the Tranche B Obligations 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 Tranche B Lenders and creditors of the Borrower other than the Tranche A Lenders, nor shall anything herein or therein prevent the Tranche B Lenders from exercising all such indebtedness and security thereforremedies otherwise permitted by applicable law upon the occurrence of a Borrower Inchoate Default or Borrower Event of Default, subject to the rights, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 411.20 of the Tranche A Lenders in respect of cash, including, but not limited to, execution and delivery property or securities of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender the Borrower received upon the exercise of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantysuch remedy."

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have Debt has been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender Administrative Agent for the benefit of Lenders a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arisingarising during the term of this Guaranty, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Administrative Agent on behalf of Lenders shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have Debt has been fully and finally indefeasibly paid and performedin full. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall promptly pay the same to Lender immediatelyAdministrative Agent for the benefit of Lenders, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent for the benefit of Lenders and shall have absolutely no dominion over the same except to pay it immediately promptly to LenderAdministrative Agent for the benefit of Lenders; provided, however, that the foregoing shall not restrict distributions by Borrower to equity owners of Borrower (including Guarantor), in the ordinary course of business and operations of the Property provided no Trigger Period exists; and (d) Guarantor shall promptly upon request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If, for any reason whatsoever, the Other Borrower either Obligor or an Affiliate of either Obligor is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests Liens and other rights now or hereafter existing with respect to property of the Other Borrower Obligor securing same shall, such indebtedness shall at all times, times be and remain inferior and subordinate in all respects to the Guaranteed Secured Obligations and to any and all liens, security interests Liens and other rights now or hereafter existing to secure upon Obligor’s assets securing payment or performance of the Guaranteed Secured Obligations; , regardless of whether such Liens or other rights in favor of Guarantor, Administrative Agent and/or Lenders presently exist or are hereafter created or attached; (b) Guarantor shall not be entitled to enforce or receive receive, and shall not demand or accept, payment, directly or indirectly, of any such indebtedness of Obligor to Guarantor, except such indebtedness as has been incurred in the Other Borrower to ordinary course of business, and only so long as no Event of Default exists; (c) Guarantor shall not exercise or enforce any creditors’ rights it may have against Obligor until the Guaranteed Secured Obligations have been fully and finally paid and performed; performed and all commitments to lend under the Loan Documents have terminated; (d) Guarantor shall not foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings, judicial or otherwise (including, without limitation, the commencement of, or joinder in, any action or proceeding pursuant to any Debtor Relief Law), to enforce any Liens held by Guarantor on assets of Obligor until the Secured Obligations have been fully and finally paid and performed and all commitments to lend under the Loan Documents have terminated; (e) Guarantor hereby assigns and grants to Lender Administrative Agent on behalf of Secured Parties a security interest in all such indebtedness and security therefor, if any, of the Other Borrower Obligor to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief any proceeding under or insolvency proceedings referred pursuant to belowany Debtor Relief Law. In the event of receivership, bankruptcy, reorganization, arrangement any proceeding under or other debtor relief pursuant to any Debtor Relief Law involving either Guarantor or insolvency proceedings involving the Other Borrower Obligor as debtor, Lender Administrative Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documentsexist), dividends and payments that are payable upon any obligation of the Other Borrower Obligor to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Secured Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any funds, payment, claim or distribution that is prohibited as provided above in this Section 43.05, Guarantor shall pay the same to Lender Administrative Agent immediately, Guarantor hereby agreeing that it shall receive and hold the funds, payment, claim or distribution in trust for Lender the benefit of Administrative Agent and Lenders and shall have absolutely no dominion over right, either legal or equitable, to the same except to pay it immediately to LenderAdministrative Agent to be credited and applied to the Secured Obligations, whether matured or unmatured; and and (f) Guarantor shall promptly upon request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent on behalf of Secured Parties may require to evidence and perfect its interest and to permit or facilitate the exercise of its rights under this Section 43.05, including, but not limited towithout limitation, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender Administrative Agent of any promissory notes or other instruments evidencing indebtedness of the Other Borrower Obligor to Guarantor. All At Administrative Agent’s request, all promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower Obligor to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; paid; (c) Guarantor hereby assigns and grants to Lender Administrative Agent, on behalf of the Lenders, a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Administrative Agent, on behalf of the Lenders, shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of a Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performedpaid. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section SECTION 4, Guarantor shall pay the same to Lender Administrative Agent, on behalf of the Lenders, immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent, on behalf of the Lenders, and shall have absolutely no dominion over the same except to pay it immediately to LenderAdministrative Agent; and and (d) Guarantor shall promptly upon request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section SECTION 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender Administrative Agent of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for The payment of any reason whatsoever, the Other amounts due with respect to any Debt of any Borrower is now or hereafter becomes indebted held by any Contingent Obligor is hereby subordinated to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property the prior payment in full of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all lienspayment in full of the principal of, security interests and rights now interest on, the Advances, provided that so long as no default in the payment or hereafter existing to secure performance of the Guaranteed Obligations; Guarantor shall not be entitled Obligations has occurred and is continuing and no Default or Event of Default with respect to enforce payment of the principal of, and interest on, the Advances has occurred and is continuing, or receive payment, directly or indirectly, no demand for payment of any such indebtedness of the Other Guaranteed Obligations has been made that remains unsatisfied, such Borrower may make, and the Contingent Obligors may demand and accept, any payments of principal of and interest on such subordinated Debt in the amounts, at the rates and on the dates agreed by such Borrower and any Contingent Obligor, and, if applicable, as specified in such instruments, securities or other writings as shall evidence such subordinated Debt. Each Contingent Obligor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or a Default or Event of Default with respect to payment of the principal of, and interest on, the Advances, such Contingent Obligor will not demand, ▇▇▇ for or otherwise attempt to collect any such Debt of any Borrower to Guarantor such Contingent Obligor until the Guaranteed Obligations and the principal of, and interest on, the Advances shall have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performedfull. If, notwithstanding the foregoing provisionssentence, Guarantor should any Contingent Obligor shall collect, enforce or receive any paymentamounts in respect of such Debt, claim or distribution that is prohibited such amounts shall be collected, enforced and received by such Contingent Obligor as provided above in this Section 4, Guarantor shall pay trustee for the same Lenders and be paid over to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust Administrative Agent (for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness benefit of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations Lenders) on account of the Other Borrower to Guarantor shall contain a specific written notice thereon that Guaranteed Obligations without affecting in any manner the indebtedness evidenced thereby is subordinated liability of such Contingent Obligor under and is subject to the terms of this Guaranty.Article II-A.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor (other than trade payables or other customary expenses incurred in the ordinary course of business) until the Guaranteed Obligations have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender Administrative Agent, on behalf of the Lenders, a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Administrative Agent, on behalf of the Lenders, shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of a Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 46, Guarantor shall pay the same to Lender Administrative Agent, on behalf of the Lenders, immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent, on behalf of the Lenders, and shall have absolutely no dominion over the same except to pay it immediately to LenderAdministrative Agent; and and (d) Guarantor shall promptly upon request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 46, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender Administrative Agent of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If7.1 All amounts (including principal, for any reason whatsoever, interest and other payments) payable by Maker under this Note are and shall be subordinate and junior in right of payment to the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property prior payment in full of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower Maker in favor of Silicon Valley Bank under that certain Loan and Security Agreement, dated as of November 13, 2018, as it may be amended from time to Guarantor time; except that (i) payments by Maker may be made hereunder when due and are permitted and obligated unless and until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants such time as Silicon Valley Bank has delivered notice to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not Payee that an Event of Default shall have has occurred and is continuing under any its Loan and Security Agreement, and it has accelerated payment of the Loan Documents)obligations of Maker thereunder, dividends in which case payments hereunder will be prohibited for so long as such Event of Default is outstanding and has not been waived or cured, but (ii) notwithstanding the foregoing, all principal, interest and other payments that are payable upon any obligation due hereunder shall be paid immediately within one Business Day of the Other Borrower Maturity Date, if the Maturity Date occurs because the shareholders of Interpace have approved an investment by Ampersand after the date hereof and such investment by Ampersand is consummated. 7.2 Maker represents and warrants to Guarantor now existing Payee that Ampersand is legally obligated to make an investment in Interpace after the date hereof subject only to approval by the Ampersand shareholders (or hereafter arisingtheir equivalent) and customary closing conditions, and it knows of no reason why all such closing conditions to have all benefits of any security thereforsuch investment by Ampersand, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above for in this Section 4an agreement dated as of the date hereof, Guarantor shall pay will not be satisfied, except no representation is made with respect to the same vote of its shareholders (other than that the Board of Directors of Interpace will recommend that its shareholders approve such investment). Maker covenants and agrees, and it has obtained the agreement of Interpace for the benefit of Payee, (i) to Lender immediatelyseek shareholder approval of the Ampersand investment as promptly as practical, Guarantor hereby agreeing that it shall receive and in any event prior to September 30, 2019, and (ii) to close the payment, claim Ampersand investment as promptly as practical within no more than five (5) Business Days after receiving shareholder approval (or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its all principal, interest and to permit or facilitate exercise of its rights under other amounts due on this Note within five (5) Business Days after receiving shareholder approval notwithstanding anything set forth in Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty7.1 above).

Subordination. IfEach Guarantor agrees that any and all claims of such Guarantor against any Borrower, for any reason whatsoeverendorser or any other guarantor of all or any part of the Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the Other Borrower prior payment, in full and in cash, of all Obligations (including, without limitation, interest accruing following the filing of a bankruptcy petition by or against any Borrower, at the Interest Rate, whether or not such interest is allowed as a claim in bankruptcy). Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ for, take or receive any payment from any Borrower, all rights, liens and security interests of such Guarantor, whether now or hereafter becomes indebted arising and howsoever existing, in any assets of any Borrower (whether constituting part of the collateral or other security given to Guarantor: secure payment of all or any part of the Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. No Guarantor shall have any right to possession of any such indebtedness asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations shall have been fully paid and satisfied and all interest thereon financing arrangements between the Borrowers and the Lender have been terminated. If all liensor any part of the assets of any Borrower, security interests or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Borrower, whether partial or complete, voluntary or involuntary, and rights now whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or hereafter existing any other action or proceeding, or if the 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 property any indebtedness of such Borrower to any Guarantor ("Borrower Indebtedness") shall be paid or delivered directly to the Lender for application on any of the Other Borrower securing same shallObligations, at all timesdue or to become due, be subordinate until the Obligations shall have first been fully paid and satisfied in all respects cash. Each Guarantor irrevocably authorizes and empowers the Lender to the Guaranteed Obligations demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to all liensmake and present for and on behalf of such Guarantor such proofs of claim and take such other action, security interests and rights now in the Lender's own name or hereafter existing to secure in the Guaranteed Obligations; name of such Guarantor shall not be entitled to enforce or receive paymentotherwise, directly as the Lender may deem necessary or indirectly, advisable for the enforcement of any this Guaranty. The Lender may vote such indebtedness proofs of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder proceeding, receive and shall have the right to receive directly from the receiver, trustee collect any and all dividends or other custodian (whether payments or not an Event disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of Default shall have occurred under any of the Loan DocumentsObligations. Should any payment, distribution, security or instrument or proceeds thereof be received by any Guarantor upon or with respect to the Borrower Indebtedness prior to the satisfaction of all of the Obligations and the termination of all financing arrangements between the Borrower and the Lender, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Lender and shall forthwith deliver the same to the Lender, in precisely the form received (except for the endorsement or assignment of such Guarantor where necessary), dividends and payments that are payable upon any obligation for application to the Obligations, due or not due, and, until so delivered, the same shall be held in trust by such Guarantor as the property of the Other Borrower Lender. If any Guarantor fails to make any such endorsement or assignment to the Lender, the Lender or any of its officers or employees are hereby irrevocably authorized to make the same. Each Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, agrees that until the Guaranteed Obligations have been fully paid in full (in cash) and finally paid satisfied and performed. Ifall financing arrangements between the Borrowers and the Lender have been terminated, notwithstanding the foregoing provisions, no Guarantor should receive will assign or transfer to any payment, person any claim such Guarantor has or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall may have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of against any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyBorrower.

Subordination. IfAll debt and other liabilities of the Borrower to any Guarantor (“Borrower Debt”) are expressly subordinate and junior to the Guarantied Obligations and any instruments evidencing the Borrower Debt to the extent provided below. (i) Until the Release Date, for each Guarantor agrees that it will not request, demand, accept, or receive (by set-off or other manner) any reason whatsoeverpayment amount, credit or reduction of all or any part of the amounts owing under the Borrower Debt or any security therefor, except as specifically allowed pursuant to clause (ii) below; (ii) Notwithstanding the provisions of clause (i) above, the Other Borrower is now may pay to the Guarantors and the Guarantors may request, demand, accept and receive and retain from the Borrower payments, credits or hereafter becomes indebted to Guarantor: such indebtedness and reductions of all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property any part of the Other amounts owing under the Borrower securing same shallDebt or any security therefor on the Borrower Debt, at all timesprovided that the Borrower’s right to pay and the Guarantors’ right to receive any such amount shall automatically and be immediately suspended and cease (A) upon the occurrence and during the continuance of an Event of Default or (B) if, be subordinate in all respects to after taking into account the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive effect of such payment, directly or indirectly, an Event of Default would occur and be continuing. The Guarantors’ right to receive amounts under this clause (ii) (including any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations amounts which theretofore may have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all suspended) shall automatically be reinstated at such indebtedness and security therefortime as the Event of Default which was the basis of such suspension has been cured or waived (provided that no subsequent Event of Default has occurred) or such earlier date, if any, as the Administrative Agent gives notice to the Guarantors of reinstatement by the Required Lenders, in the Required Lenders’ sole discretion; (iii) If any Guarantor receives any payment on the Borrower Debt in violation of this Guaranty, such Guarantor will hold such payment in trust for the Lenders and will immediately deliver such payment to the Administrative Agent; and (iv) In the event of the Other commencement or joinder of any suit, action or proceeding of any type (judicial or otherwise) or proceeding under any Debtor Relief Law against the Borrower (an “Insolvency Proceeding”) and subject to Guarantor now existing or hereafter arising, including any dividends and payments court orders issued pursuant to debtor relief the Bankruptcy Code, the Guarantied Obligations shall first be paid, discharged and performed in full before any payment or insolvency proceedings referred to belowperformance is made upon the Borrower Debt notwithstanding any other provisions which may be made in such Insolvency Proceeding. In the event of receivershipany Insolvency Proceeding, bankruptcyeach Guarantor will at any time prior to the Release Date (A) file, reorganizationat the request of any Guarantied Party, arrangement any claim, proof of claim or similar instrument necessary to enforce the Borrower’s obligation to pay the Borrower Debt, and (B) hold in trust for and pay to the Guarantied Parties any and all monies, obligations, property, stock dividends or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim assets received in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any on account of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above Debt in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon order that the indebtedness evidenced thereby is subordinated under and is subject Guarantied Parties may apply such monies or the cash proceeds of such other assets to the terms of this GuarantyObligations.

Subordination. If, If for any reason whatsoever, the Other . Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid paid; provided, however, that notwithstanding the foregoing, Guarantor is not prohibited from receiving (i) such reasonable management fees or reasonable salary from Borrower as Lender may find acceptable from time to time, and performed; (ii) distributions from Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to Borrower’s income from any property encumbered by a Security Agreement; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder hereundcr and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performedpaid. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, ; now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to any Guarantor: such : (a) indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations of Borrower and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Obligations of Borrower; (b) No Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to any Guarantor until the Guaranteed Obligations of Borrower have been fully and finally paid and performed; performed except as otherwise set forth in the Loan Agreement; (c) Each Guarantor hereby assigns and grants to Agent on behalf of Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to such Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower B▇▇▇▇▇▇▇ as debtor, Lender Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing hereunder or under any of the other Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to a Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, a Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 43, such Guarantor shall pay the same to Lender Agent immediately, such Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Agent and shall have absolutely no dominion over the same except to pay it immediately to LenderAgent; and and (d) Each Guarantor shall promptly upon request of Lender Agent from time to time execute such documents and perform such acts as Lender Agent may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If, for any reason whatsoever, the Other Borrower Company is now or hereafter becomes indebted to any Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower Company securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations of the Company and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Obligations of the Company; (b) upon the occurrence and during the continuance of any Event of Default hereunder or any Event of Default, such Guarantor shall not be entitled permitted to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower Company to such Guarantor until the Guaranteed Obligations of the Company have been fully and finally paid and performed; ; (c) each Guarantor hereby assigns and grants to Lender Agent on behalf of Creditors a security interest in all such indebtedness and security therefor, if any, of the Other Borrower Company to such Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower Company as debtor, Lender Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing hereunder or under any of the Loan other Transaction Documents), dividends and payments that are payable upon any obligation of the Other Borrower Company to such Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations of the Company have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, any Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 43, such Guarantor shall pay the same to Lender Agent immediately, each Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Agent and shall have absolutely no dominion over the same except to pay it immediately to LenderAgent; and Guarantor and (d) Guarantors shall promptly upon reasonable request of Lender Agent from time to time execute such documents and perform such acts as Lender Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If, for Any indebtedness of the Borrowers or any reason whatsoever, the Other Borrower is other Guaranteed Party now or hereafter becomes indebted owing to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect any Guarantor is hereby subordinated to property the Relevant Guaranteed Obligations of the Other Borrower securing same shall, at all times, be subordinate in all respects Borrowers or such other Guaranteed Party owing to the Guaranteed Obligations Creditors and, if the Administrative Agent so requests at a time when an Event of Default exists, all such indebtedness to such Guarantor shall be collected, enforced and to all liens, security interests and rights now or hereafter existing to secure received by such Guarantor for the benefit of the Guaranteed Obligations; Guarantor shall not Creditors and be entitled paid over to enforce the Administrative Agent on behalf of the Guaranteed Creditors on account of the Relevant Guaranteed Obligations of the Borrowers or receive paymentsuch other Guaranteed Party to the Guaranteed Creditors, directly but without affecting or indirectly, impairing in any manner the liability of any such indebtedness Guarantor under the other provisions of this Guaranty. Without limiting the generality of the Other foregoing, each Guarantor hereby agrees with the Guaranteed Creditors that it will not exercise any right of subrogation, reimbursement, exoneration, contribution or indemnification or any right to participate in any claim or remedy of any Borrower to Guarantor or any other Guaranteed Party which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until the all Relevant Guaranteed Obligations have been fully and finally irrevocably paid and performed; in full in cash. If any amount shall be paid to any Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, violation of the Other Borrower to Guarantor now existing or hereafter arisingimmediately preceding sentence, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender such amount shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution be held in trust for Lender the benefit of the Borrowers and the other Guaranteed Parties, and shall have absolutely no dominion over forthwith be paid to Administrative Agent to be credited and applied to the same except to pay it immediately to Lender; Relevant Guaranteed Obligations and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit all other amounts payable hereunder, whether matured or facilitate exercise of its rights under this Section 4unmatured, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to in accordance with the terms of this Guaranty, or to be held as Collateral for any Relevant Guaranteed Obligations or other amounts payable hereunder thereafter arising. Notwithstanding anything to the contrary contained herein, no Guarantor may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Guarantor (the “Foreclosed Guarantor”), including after the Termination Date, if all or any portion of the Obligations have been satisfied in connection with a sale or other disposition by Collateral Agent of the Equity Interests of such Foreclosed Guarantor, whether pursuant to the Security Agreement or otherwise.

Subordination. IfUpon payment by any Grantor of any Guaranteed Obligations, for all rights of such Grantor against any reason whatsoeverother Grantor arising as a result thereof by way of right of subrogation, the Other Borrower is now contribution, reimbursement, indemnity or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all of the Guaranteed Obligations (other than (i) contingent indemnification obligations for which a claim has not been asserted, and (ii) Letters of Credit that have been Cash Collateralized or for which back-to-back letters of credit from an issuer acceptable to all liens, security interests the L/C Issuer and rights now or hereafter existing on terms acceptable to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, L/C Issuer have been provided in respect of any such indebtedness Letters of Credit) and the termination of the Other Borrower Commitments. If any amount shall erroneously be paid to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all any Grantor on account of such indebtedness and security thereforsubrogation, if anycontribution, of the Other Borrower to Guarantor now existing reimbursement, indemnity or hereafter arisingsimilar right, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender such amount shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution be held in trust for Lender the benefit of the Credit Parties and shall have absolutely no dominion over forthwith be paid to the same except Agent to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness be credited against the payment of the Other Borrower to Guarantor. All promissory notesObligations, accounts receivable ledgers whether matured or other evidencesunmatured, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to in accordance with the terms of this GuarantyAgreement and the other Loan Documents. Subject to the foregoing, to the extent that any Borrower shall, under the Credit Agreement, this Agreement or any other Loan Document, as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower under the Credit Agreement, this Agreement or any other Loan Document or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101 (32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. Anything herein or in any other Loan Document to the contrary notwithstanding, in any action or proceeding under any Debtor Relief Law or other Law affecting the rights of creditors generally, if the Obligations of each Grantor would be held or determined to be void, voidable, invalid or unenforceable, then notwithstanding any other provision to the contrary in this Agreement or any other Loan Document, the amount of such liability, without any further action by such Grantor or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding.

Subordination. If(i) The Guarantor agrees that any and all claims of the Guarantor against Brooke Credit or the Parent, for any reason whatsoeverendorser or any other guarantor of all or any part of the Brooke Obligations, or against any of their respective properties (collectively, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens“Subordinated Indebtedness”), security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, shall be subordinate and subject in all respects right of payment to the Guaranteed Obligations prior payment, in full and to in cash, of all liens, security interests and rights now or hereafter existing to secure the Guaranteed Brooke Obligations; Guarantor shall not be entitled provided, however, that prior to enforce or receive payment, directly or indirectly, the occurrence of any such indebtedness Event of Default, the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its ask, demand, ▇▇▇ for, take or receive any payment or distribution in respect of the Subordinated Indebtedness from Brooke Credit or the Parent. Notwithstanding any right of the Guarantor to ask, demand, ▇▇▇ for, take or receive any payment in respect of the Subordinated Indebtedness from Brooke Credit or the Parent, all 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 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 Subordinated Indebtedness to demand, ▇▇▇ for, collect and receive every payment or distribution thereon and give acquittance therefor and to make and present for and on behalf of the Guarantor such proofs of claim and take such other action, in the Agent’s own name or in the name of the Guarantor or otherwise, as the Agent may deem necessary or advisable for the enforcement of this Guaranty. The Agent may vote such proofs of claim in any such proceeding so as to establish its rights hereunder proceeding, receive and shall have the right to receive directly from the receiver, trustee collect any and all dividends or other custodian 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. (whether d) Should any payment, distribution, security or not 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 have occurred under (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 Loan Documents)Brooke Obligations, dividends and payments that are payable upon any obligation due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Other Borrower 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 now existing or hereafter arising, and to have all benefits of any security therefor, agrees that until the Guaranteed Brooke Obligations have been fully paid in full (in cash) and finally paid satisfied (except for contingent indemnification obligations) and performed. Ifall financing arrangements between the Borrower and the Lender have been terminated, notwithstanding the foregoing provisionsGuarantor will not assign or transfer to any other party any claim the Guarantor has or may have against Brooke Credit or the Parent, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay without the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness prior written consent of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyAgent.

Subordination. If, for any reason whatsoever(1) Notwithstanding the provisions of paragraph 4, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate Lender in all respects respect of the Subordinated Liabilities are subordinated to the Guaranteed Obligations Senior Liabilities and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, accordingly payment of any such indebtedness amount whether principal (by way of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security repayment or prepayment), interest in all such indebtedness and security therefor, if anyor otherwise, of the Other Subordinated Liabilities is conditional upon:- (a) (if an order has not been made or an effective resolution passed for the Insolvency of the Borrower) the Borrower being in compliance with its Capital Resources Requirement prevailing at the time of payment by the Borrower; and accordingly no such amount which would otherwise fall due for payment shall be payable except to Guarantor now existing the extent that repayment under paragraph 4(2) above is permitted and the Borrower could make such payment and still be in compliance with its Capital Resources Requirement immediately thereafter; and (b) (if an order has been made or hereafter arisingan effective resolution has been passed for the Insolvency of the Borrower [or if the Borrower shall be dissolved**]) the Borrower being solvent at the time of payment by the Borrower; and accordingly no such amount which would otherwise fall due for payment shall be payable except to the extent that the Borrower could make such payment and still be solvent immediately thereafter. For the purposes of this sub-paragraph, including the Borrower shall be solvent if it is able to pay its debts in full and in determining whether the Borrower is solvent for the purposes of this sub-paragraph there shall be disregarded obligations which are not payable or capable of being established or determined in the Insolvency of the Borrower. (a) No payment of the Subordinated Liabilities (other than in respect of interest) shall be made an any dividends time under sub-paragraph (1) above unless the Borrower has obtained the FSA’s prior written consent to such payment and payments pursuant that consent has not been withdrawn. (b) The Borrower shall give or ensure that there are given to debtor relief or insolvency proceedings referred the FSA such information and auditor’s certificate in relation to below. In the event proposed payment as the FSA may require. (3) Payments of receivershipinterest at a rate not exceeding the rate provided in paragraph 3 may be made to the extent permitted by sub-paragraph (1) above without prior notification to the FSA. (4) For the purposes of sub-paragraph (1)(b) above a report given at any relevant time as to the solvency of the Borrower by its Insolvency Officer, bankruptcyin form and substance acceptable to the FSA, reorganizationshall in the absence of proven error be treated and accepted by the FSA, arrangement or other debtor relief or insolvency proceedings involving the Other Lender and the Borrower as debtor, correct and sufficient evidence of the Borrower’s solvency. (5) If the Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee Borrower [or other custodian (whether any Partner**] payment of any sum in respect of the Subordinated Liabilities where repayment is prohibited under paragraph 4(2) or not an Event of Default shall have occurred under when any of the Loan Documents), dividends terms and payments that are payable conditions referred to in sub-paragraphs (1) or (2) above is not satisfied the payment of such sum shall be void for all purposes and [any such sum shall be received by the Lender upon any obligation of the Other Borrower trust to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay return the same to the Borrower+++] [the Lender immediatelyshall at any time thereafter be bound to return such sum to the Borrower, Guarantor hereby agreeing that it or, as the case may be, its Insolvency Officer+] (and any sum so returned shall receive then be treated for the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over purposes of the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights Borrower’s obligations under this Section 4, including, but Agreement as if it had not limited to, execution been paid by the Borrower and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery its original payment shall be deemed not to Lender of have discharged any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject Borrower). A request to the terms Lender for return of any sum under the foregoing provisions of this Guarantysub-paragraph (5) shall be in writing and shall be made by or on behalf of the Borrower or, as the case may be, its Insolvency Officer.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from Borrower as Lender may find acceptable from time to time in its sole and absolute discretion, and (ii) distributions from Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to Borrower’s income from the Property; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender on behalf of itself and each and every other Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default a default shall have occurred or be continuing under any of the Loan DocumentsNote or the Mortgage), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 45, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoeverreason, the Other Borrower is now or hereafter becomes indebted to Guarantor: such Guarantors: (a) Such indebtedness and all interest thereon and all liens, security interests interest and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in win all respects to the Guaranteed Obligations of Borrower and to all liens, liens security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor Obligations of Borrower; (b) Except as expressly permitted in the Purchase Agreement or otherwise approved by the Secured Party, Guarantors shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor Guarantors until the Guaranteed Obligations of Borrower have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. ; (c) In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Secured Party shall have the right to prove provide its claim in any such proceeding so as to establish its rights hereunder and sand shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents)custodian, dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor Guarantors now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provisionsprovision, Guarantor Guarantors should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor Guarantors shall pay the same to Lender Secured Party immediately, Guarantor Guarantors hereby agreeing that it is shall receive the payment, claim or distribution in trust for Lender Secured Party and shall have absolutely no dominion over the same except to pay it immediately to LenderSecured Party; and Guarantor and (d) Guarantors shall promptly upon request of Lender the Secured Party from time to time execute such documents and perform such acts as Lender the Secured Party may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. IfNotwithstanding anything to the contrary set forth in this Deed of Trust, and for so long as any reason whatsoeverSenior Indebtedness is outstanding, this Deed of Trust and the Other Borrower is now or hereafter becomes indebted liens created hereunder shall at all such times remain subject, subordinate and inferior to Guarantor: such indebtedness any and all interest thereon Permitted Liens and all liensbe subject, security interests subordinate and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate inferior in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any Senior Secured Party under Senior Security Agreements from and after the date such indebtedness Senior Security Agreements are executed by Grantor or any Affiliate thereof until the Senior Indebtedness shall have been indefeasibly paid and performed in full and all Senior Security Agreements shall have been finally released and discharged. The priority of any and all Senior Security Agreements over this Deed of Trust shall be effective without reference to the time, order or method of attachment of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, liens of the Other Borrower to Guarantor now existing either any Senior Security Agreements or hereafter arising, including this Deed of Trust on any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowproperty. In the event that Grantor or its affiliates enter into financings or refinancings with Senior Secured Parties, the Secured Party shall and hereby covenants that it will enter into such amendments to this Deed of receivershipTrust as may be required by the Senior Secured Parties to subordinate the Liens granted hereunder to the rights of the Senior Secured Parties. The subordination provisions set forth in this Section 7.2 are for the benefit of, bankruptcyand enforceable by, reorganizationany holders from time to time of Senior Indebtedness from time to time outstanding and their representatives. If the Secured Party or any affiliate thereof shall at any time receive any payment that is not permitted under this Section 7.2, arrangement such payment shall be held by the Secured Party or such affiliate thereof in trust for the benefit of, and shall be promptly paid over and delivered to, in the form received but with any necessary endorsements, the Trustees so long as the Loan Documents are in effect (or any other debtor relief holder of Senior Indebtedness, for so long as such Senior Indebtedness are in effect), for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash in accordance with its terms. 7.2.1 Notwithstanding any other provision of this Deed of Trust, all or insolvency proceedings involving part of the Other Borrower as debtorProperty may be transferred, Lender sold or disposed of to any Person and shall remain subject to the security interest granted hereby. 7.2.2 The management and control of Grantor over the Property and collateral secured by this Deed of Trust shall not be transferred by this Deed of Trust and neither the Secured Party nor the Trustees shall have rights to control the right management of Grantor's assets except pursuant to prove its claim in any such proceeding so as to establish its rights the remedies granted hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not after an Event of Default shall have has occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantycontinuing.

Subordination. If, for any reason whatsoever, (a) Each Trustee on behalf of itself and the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of other Subordinated Parties hereby agrees that the Other Borrower securing same shall, at all times, Subordinated Obligations shall be subordinate and junior in all respects right of payment to the Guaranteed (i) Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; of each Specified Subsidiary Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor (whether now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute after the date hereof incurred, assumed, created or arising) and (ii) Permitted Guaranteed Bilateral Letter of Credit Facilities with a US Lender or an affiliate thereof (whether now existing or from time to time after the date hereof incurred, assumed, created or arising), including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding, whether or not a claim for post-filing interest is allowed or allowable in any such documents Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and perform such acts all other amounts payable thereunder or in respect thereof, in each case whether or not any of the foregoing is allowed or allowable as Lender may require a claim in any Insolvency Proceeding (collectively, the “Senior Obligations”). For purposes hereof, “Subordinated Obligations” means all obligations of the Specified Subsidiary Guarantors to evidence and perfect its interest and the Subordinated Parties (whether now existing or from time to permit time after the date hereof incurred, assumed, created or facilitate exercise of its rights arising) under this Section 4each Indenture, including each Subsidiary Notes Guarantee, including, but not limited toin each case to the extent constituting obligations thereunder, execution and delivery the payment of financing statementsprincipal, proofs of claimpremium (if any), further assignments and security agreementsinterest (including, and delivery to Lender without limitation, interest accruing on or after the filing of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject Insolvency Proceeding pursuant to the terms of this Guarantythe Indenture, 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 the foregoing is allowed or allowable as a claim in any Insolvency Proceeding. For purposes hereof, “Discharge of the Senior Obligations” shall mean that the Senior Obligations have been indefeasibly paid in full in cash and all commitments of the Senior Parties under the Loan Documents have been terminated (other than any inchoate obligations for which no claim has been asserted).

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Recourse Obligations of Borrower and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Recourse Obligations of Borrower; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness (not including distributions) and security therefor, if any, of the Other Borrower to Guarantor in violation of the Loan Documents now existing or hereafter arising, arising including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation such indebtedness of the Other Borrower to Guarantor now existing or hereafter arisingarising in violation of the Loan Documents, and to have all benefits of any security therefor, until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution payment that is prohibited as provided above in this Section 4Section, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution payment in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such : (a) Such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from Borrower as Lender may find acceptable from time to time in its sole and absolute discretion, and (ii) distributions from Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to Borrower’s income from the Property; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 46, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 46, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. IfThe Subordinated Debt is and shall be subordinated in right of payment to the Senior Debt as provided in this Section 2. Each Debtor and each Subordinated Debt Holder agrees and covenants, expressly for any reason whatsoeverthe benefit of the present and future holders of the Senior Debt, that the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness payment of the principal and interest of the Subordinated Debt, and all interest thereon and all liensother obligations of any Debtor to pay money to any Subordinated Debt Holder in connection with the Subordinated Debt, security interests and rights now or hereafter existing with respect to property are expressly subordinated in right of the Other Borrower securing same shall, at all times, be subordinate in all respects payment to the Guaranteed Obligations prior payment in full of all outstanding Senior Debt. After the occurrence and to all liensduring the continuance of any Event of Default (as such term is defined in the Credit Agreement), security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor except as provided below in Section 3, no Debtor shall not pay, and no Subordinated Debt Holder shall be entitled to enforce receive or demand (and each Subordinated Debt Holder hereby agrees not to receive paymentor demand), directly any amount in respect of the principal and interest of any Subordinated Debt until the outstanding Senior Debt then due shall have been paid in full in cash and the Credit Agreement shall have terminated. The prohibition against any Subordinated Debt Holder receiving any payment from any Debtor in respect of the Subordinated Debt set forth in this Section 2 shall occur immediately and automatically upon the occurrence of any Event of Default, without requirement of (a) any notice by Agent or indirectlyany other Lender to any Debtor or any Subordinated Debt Holder or (b) any actual knowledge of the occurrence of any Event of Default by any Debtor, any Subordinated Debt Holder, Agent or any other Lender. Any amount paid to a Subordinated Debt Holder in connection with the Subordinated Debt in contravention of the provisions of this Section 2 shall be held by such Subordinated Debt Holder in trust for the holder or holders of the Senior Debt and, as soon as practicable following receipt thereof by such Subordinated Debt Holder, shall be remitted to the holder or holders of the Senior Debt for application to the Senior Debt. Each Subordinated Debt Holder shall not, and each Subordinated Debt Holder hereby agrees not to, commence any action or proceeding against any Debtor to recover all or any part of the Subordinated Debt or commence or join with any creditor (other than the holder of the Senior Debt) in bringing any proceedings against any Debtor under any liquidation, dissolution, winding up of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security thereforDebtor and/or its assets, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivershipconservatorship, bankruptcy, reorganization, arrangement rearrangement, debtor's relief, or other debtor relief insolvency law now or insolvency proceedings involving hereafter existing, unless and until the Other Borrower as debtor, Lender Senior Debt shall be indefeasibly paid in full and the Credit Agreement shall have terminated. The provisions of this Section 2 are, and are intended to be, solely for the right to prove its claim in any such proceeding so purpose of defining the relative rights of Debtors, Subordinated Debt Holders and the holder or holders of the Senior Debt. The subordination as to establish its rights hereunder payment and shall have the right standstill as to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as remedies provided above for in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender 2 is not intended and shall have absolutely no dominion over not be construed to impair, as among any Debtor, any such Debtor's creditors (other than the same except holder or holders of the Senior Debt and Subordinated Debt Holder) (i) the absolute and unconditional obligation of such Debtor to pay it immediately make payments due in connection with the Subordinated Debt or (ii) the rights and remedies available to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights a Subordinated Debt Holder in connection with the Subordinated Debt, under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreementsapplicable law, and delivery to Lender of under any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under agreement between such Subordinated Debt Holder and is subject to the terms of this Guarantyany such Debtor.

Subordination. If2.1 Guarantor subordinates to the Obligations (a) all present and future indebtedness (including, for without limitation, any reason whatsoeverindebtedness arising from any right of subrogation, the Other Borrower is now indemnification, reimbursement or hereafter becomes indebted contribution) owed to Guarantor: such indebtedness Guarantor ("Subordinated Indebtedness") and all interest thereon and (b) all liens, security interests interests, claims and rights right of any kind that Guarantor may now have or hereafter existing with respect acquire against Borrower and/or all other persons, excluding Guarantor, obligated to property of Lender as guarantors or sureties for the Obligations (Borrower and all such other persons, collectively, "Other Borrower securing same shallObligors") which secure, at all times, be subordinate in all respects result from or otherwise pertain to the Guaranteed Obligations and to Subordinated Indebtedness. Guarantor agrees that all liens, security interests interests, claims and rights of any kind that Guarantor may now have or hereafter acquire against Other Obligors and or the Other Obligors' property ("Other Obligors' Property") which secure, result from or otherwise pertain to the Subordinated Indebtedness shall be subordinate, inferior and subject to the liens, security interests, claims and rights of Lender against Other Obligors and/or Other Obligors' Property under the terms of any of the Loan Documents or at law, whether direct or contingent or whether now or hereafter existing created. Guarantor agrees that it may accept payments on the Subordinated Indebtedness, if and only if, at the time of making such payment and immediately upon giving effect thereto, neither an Event of Default nor an Incipient Default (as defined in the Loan Documents) exists. Guarantor will not demand or accept any payment(s) on the Subordinated Indebtedness from Borrower when there exists an Event of Default or an Incipient Default, even if no written notice of such an event has been provided. Any payment received by Guarantor under such circumstances shall be deemed received in trust for Lender and shall be immediately remitted to secure Lender. Notwithstanding anything herein to the Guaranteed Obligations; Guarantor contrary, if any portion of the Subordinated Indebtedness becomes due and payable prior to its stated maturity, Lender shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness full payment and performance of the Other Borrower Obligations before the holder(s) thereof is/are entitled to receive any payment of the Subordinated Indebtedness. Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness the Subordinated Indebtedness as security for performance of its obligations under this Guaranty, which shall be collected, enforced and security therefor, if any, received by the holder(s) thereof for Lender and be paid over to Lender on an account of the Other Borrower to Guarantor now existing obligations, but without reducing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim affecting in any such proceeding so as to establish its rights hereunder and shall have manner the right to receive directly from the receiver, trustee or other custodian (whether or not an Event liability of Default shall have occurred Guarantor under any of the Loan Documents), dividends and payments that are payable upon any obligation other provisions of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to LenderGuaranty; and Guarantor shall promptly upon request remain liable for any deficiency following any foreclosure of such security interest. 2.2 Guarantor will not take any action which will either (a) force the sale of Other Obligors' Property in order to satisfy the Subordinated Indebtedness or (b) affect in any manner any or all of Lender's liens, security interests, claims or rights of any kind that Lender may now have or hereafter acquire against Other Obligors and/or Other Obligors' Property. Guarantor will refrain from taking any action which is in any way inconsistent with or in derogation of this subordination or of the rights of Lender from time hereunder and covenants to time execute such documents and perform such further acts as Lender may require necessary or appropriate to evidence and perfect its interest and give effect to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness subordination. Without limiting the generality of the Other Borrower to Guarantor. All promissory notesforegoing, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations Guarantor will not assign any portion of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is Subordinated Indebtedness, except expressly subject to the terms of this Guaranty; and Guarantor shall cause all evidence of the Subordinated Indebtedness to set forth the provisions hereof and shall cause any instrument representing the Subordinated Indebtedness to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated, pursuant to a Guaranty and Subordination ("Guaranty") dated as of September __, 1999, by Equivest, Inc., in favor of FINOVA Capital Corporation, to the prior payment in full of the Obligations (as defined in the Guaranty)." Lender shall have the right to file, vote and collect on behalf of Guarantor any proofs of claim Guarantor may have against any Other Obligor in respect of the Subordinated Indebtedness in the event of any bankruptcy or insolvency proceeding of such Other Obligor; and Guarantor hereby appoints Lender as its attorney-in-fact for such purposes and to execute any and all documents which Lender may consider necessary or desirable for such purpose.

Subordination. If, for any reason whatsoever, the Other Borrower Company is now or hereafter becomes indebted to Guarantor: Pledgor: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower Company securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor ; (b) Pledgor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower Company to Guarantor Pledgor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor provided, however, that so long as no Event of Default shall have occurred and be continuing, Pledgor shall not be prohibited from receiving such reasonable management fees or reasonable salary from the Company as the Secured Party may find acceptable from time to time in its sole and absolute discretion; (c) Pledgor hereby assigns and grants to Lender the Secured Party a security interest in all such indebtedness and security therefor, if any, of the Other Borrower Company to Guarantor Pledgor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower Company as debtor, Lender the Secured Party shall have the right to prove its claim claims in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documentsor be continuing), dividends and payments that are payable upon any obligation of the Other Borrower Company to Guarantor Pledgor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor Pledgor should receive any payment, claim or distribution that is prohibited as provided above in this Section 411, Guarantor Pledgor shall pay the same to Lender the Secured Party immediately, Guarantor Pledgor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Secured Party and shall have absolutely no dominion over the same except to pay it immediately to LenderSecured Party; and Guarantor and (d) Pledgor shall promptly upon request of Lender Secured Party from time to time execute such documents and perform such acts as Lender the Secured Party may require to evidence and perfect Membership Interest Pledge Agreement its interest and to permit or facilitate exercise of its rights under this Section 411, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender the Secured Party of any promissory notes or other instruments evidencing indebtedness of the Other Borrower Company to GuarantorPledgor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by GuarantorPledgor, of obligations of the Other Borrower Company to Guarantor Pledgor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyAgreement.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with With respect to property each Guarantor, all debt and other liabilities of each Borrower or any other Loan Party to such Guarantor (“Loan Party Debt”) are expressly subordinate and junior to the Guarantied Obligations and any instruments evidencing the Guarantied Obligations to the extent provided below. (i) Until the Release Date, each Guarantor agrees that it will not request, demand, accept, or receive (by set-off or other manner) any payment amount, credit or reduction of all or any part of the Other amounts owing under the Loan Party Debt or any security therefor, except as specifically allowed pursuant to clause (ii); (ii) Notwithstanding the provisions of clause (i), Borrower securing same shalland each other Loan Party may pay to such Guarantor and such Guarantor may request, at demand, accept and receive and retain from Borrower payments, credits or reductions of all timesor any part of the amounts owing under the Loan Party Debt or any security therefor on the Loan Party Debt; provided, that each Borrower’s and other Loan Party’s right to pay and such Guarantor’s right to receive any such amount shall automatically and be subordinate in all respects to immediately suspended and cease (A) upon the Guaranteed Obligations occurrence and to all liensduring the continuance of an Event of Default or (B) if, security interests and rights now or hereafter existing to secure after taking into account the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive effect of such payment, directly or indirectly, an Event of Default would occur and be continuing. Such Guarantor’s right to receive amounts under this clause (ii) (including any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations amounts which theretofore may have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all suspended) shall automatically be reinstated at such indebtedness and security therefortime as the Event of Default which was the basis of such suspension has been cured or waived (provided that no subsequent Event of Default has occurred) or such earlier date, if any, as Administrative Agent gives notice to Guarantors of reinstatement by Required Lenders, in Required Lenders’ sole discretion; (iii) If any Guarantor receives any payment on the Loan Party Debt in violation of this Guaranty, such Guarantor will hold such payment in trust for Guaranteed Parties and will promptly deliver such payment to Administrative Agent; and (iv) In the event of the Other commencement or joinder of any suit, action or proceeding of any type (judicial or otherwise) or proceeding under any Grantor Relief Law against Borrower or any other Loan Party (an “Insolvency Proceeding”) and subject to Guarantor now existing or hereafter arising, including any dividends and payments court orders issued pursuant to debtor relief the applicable Grantor Relief Law, the Guarantied Obligations shall first be paid, discharged and performed in full before any payment or insolvency proceedings referred to belowperformance is made upon the Loan Party Debt notwithstanding any other provisions which may be made in such Insolvency Proceeding. In the event of receivershipany Insolvency Proceeding, bankruptcyeach Guarantor will at any time prior to the Release Date (A) file, reorganizationat the request of any Guaranteed Party, arrangement any claim, proof of claim or similar instrument necessary to enforce Borrower’s or such other Loan Party’s obligation to pay the Loan Party Debt, and (B) hold in trust for and pay to Administrative Agent, for the benefit of Guaranteed Parties, any and all monies, obligations, property, stock dividends or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim assets received in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any on account of the Loan Documents), dividends and payments Party Debt in order that are payable upon any obligation Guaranteed Parties may apply such monies or the cash proceeds of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject assets to the terms of this GuarantyGuarantied Obligations.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness The payment of all amounts owed under this Note and all interest thereon and all liensother obligations, security interests and rights now liabilities or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower every nature of Payor to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants Holder pursuant to Lender a security interest in all such indebtedness and security thereforthis Note, if any, of the Other Borrower to Guarantor whether now existing or hereafter arisingarising (collectively, including any dividends the “Subordinated Debt”) is hereby subordinated to the payment in full in cash of all Senior Debt (as defined below), and no payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief distributions whatsoever in respect of any Subordinated Debt shall be made by the Payor and no property or insolvency proceedings involving assets of the Other Borrower as debtorPayor shall be applied to the purchase, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee redemption or other custodian (whether acquisition or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits retirement of any security thereforSubordinated Debt, until the Guaranteed Obligations Senior Debt shall have been fully indefeasibly paid in full in cash and finally paid discharged and performed. Ifall financing arrangements between the Payor and all of the Senior Lenders (as defined below) under any document or instrument evidencing or securing Senior Debt have been terminated, notwithstanding and all obligations under any letter of credit issued by any Senior Lender for the foregoing provisionsaccount of Payor shall have terminated or expired; provided, Guarantor should receive any paymenthowever, claim or distribution that is prohibited as provided above nothing in this Section 49 shall prevent or otherwise prohibit Holder from converting the indebtedness evidenced by this Note pursuant to Section 3 of this Note. As used herein, Guarantor (a) “Senior Debt” shall pay the same to Lender immediatelymean any and all obligations, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender indebtedness and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, liabilities now or hereafter held by Guarantorowing or due from Payor to any Senior Lender howsoever created, of obligations of arising or evidenced, whether direct or indirect, absolute or contingent, due or to become due, now existing pursuant to that certain Loan and Security Agreement dated September 16, 2008, among Payor, the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under Lenders and is subject Pinnacle Ventures, L.L.C., as agent to the terms of this GuarantyLenders (the “Loan and Security Agreement”); and (b) “Senior Lenders” shall mean the lenders identified on Schedule 1 (the “Lenders”) to the Loan and Security Agreement.

Subordination. IfBorrower and, for by its acceptance of this Note, Lender hereby acknowledge and agree that any reason whatsoeverand all payments made in respect of this Note are and shall remain subordinate and junior in right of payment to all Aggregate Unpaids (as defined in the Receivables Purchase Agreement hereinafter described) owed to Wachovia Bank, National Association, as Administrative Agent (together with its successors in such capacity, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness “Administrative Agent”) for itself and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or various other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender purchasers from time to time execute such documents party thereto (the “Purchasers” or “Senior Interest Holders”), pursuant that certain Receivables Purchase Agreement dated as of December 21, 2009 by and perform such acts among Borrower, the Purchasers and the Administrative Agent, BorgWarner Inc. as Lender may require collection agent (as amended, restated or otherwise modified from time to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4time, includingthe “Receivables Purchase Agreement”). Borrower shall, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantySection 3, have the right to pay all or any part of the unpaid principal amount of this Note without premium or penalty at any time; provided, that interest shall be paid on the amount repaid to and including the date of repayment. In the event of any dissolution, winding up, liquidation, readjustment, reorganization or other similar event relating to Borrower, whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors, or any other marshaling of the assets and liabilities of Borrower or any sale of all or substantially all of the assets of Borrower (such proceedings being herein collectively called “Bankruptcy Proceedings”), the Senior Interest shall first be paid and performed in full and in cash before the Lender shall be entitled to receive and to retain any payment or distribution in respect to this Note. In order to implement the foregoing, in accepting this Note, the Lender hereby irrevocably agrees that the Administrative Agent, in the name of the Lender or otherwise, may demand, ▇▇▇ for, collect, receive and receipt for any and all such payments or distributions, and file, prove and vote or consent in any such Bankruptcy Proceedings with respect to any and all claims of the Lender relating to this Note, in each case until the Senior Interests shall have been paid and performed in full and in cash. In the event that the Lender receives any payment or other distribution of any kind or character from Borrower or from other source whatsoever, in respect of this Note, other than as expressly permitted by the terms of this Note, such payment or other distribution shall be received for the sole benefit of the Senior Interest Holders and shall be turned over by the Lender to the Administrative Agent (for the benefit of the Senior Interest Holders) forthwith. Notwithstanding any payments or distributions received by the Senior Interest Holders in respect of this Note, while any Bankruptcy Proceedings are pending the Lender shall not be subrogated to the then existing rights of the Senior Interest Holders in respect of the Senior Interests until the Senior Interests have been paid and performed in full and in cash. Upon payment in full of the Aggregate Unpaids and termination of the commitments under the Receivables Purchase Agreement (the “Final Payout Date”), the Lender shall be subrogated to the then existing rights of the Senior Interest Holders, if any. In accepting this Note, the Lender agrees that (i) the Lender shall not, until the Senior Interest has been paid and performed in full and in cash, transfer, pledge or assign, or commence legal proceedings to enforce or collect this Note or any rights in respect hereof; (ii) the Lender shall not, without the advance written consent of the Administrative Agent, commence, or join with any other Person in commencing, any Bankruptcy Proceedings with respect to Borrower until at least one year and one day shall have passed since the Final Payout Date shall have occurred; (iii) if, at any time, any payment (in whole or in part) of any Senior Interest is rescinded or must be restored or returned by a Senior Interest Holder (whether in connection with Bankruptcy Proceedings or otherwise), these provisions shall continue to be effective or shall be reinstated, as the case may be, as though such payment had not been made; (iv) the Lender waives: (x) notice of acceptance of these provisions by any of the Senior Interest Holders; (y) notice of the existence, creation, non-payment or non-performance of all or any of the Senior Interests; and (z) all diligence in enforcement, collection or protection of, or realization upon, the Senior Interests, or any thereof, or any security therefor; (v) these provisions constitute a continuing offer from the holder of this Note to all Persons who become the holders of, or who continue to hold, Senior Interests, and these provisions are made for the benefit of the Senior Interest Holders, and the Administrative Agent or the Purchaser may proceed to enforce such provisions on behalf of each of such Persons; (vi) the Lender will not (A) institute against, join any other Person in instituting against or take any action, direct or indirect, in furtherance or contemplation of instituting against, Borrower any bankruptcy, insolvency, winding up, dissolution, receivership, conservatorship or other similar proceeding or action or(B) exercise any right of set-off or recoupment, or assert any counterclaim, against Borrower, in each case so long as there shall not have elapsed one year and one day since the Final Payout Date has occurred; and (vii) the Lender expressly recognizes and agrees that the obligations represented by this Note are not secured by any interest in any of the assets of Borrower, including, without limitation, any Receivables or Related Security. The provisions set forth in this Section 3 are intended solely for the purpose of defining the relative rights of the Lender, on the one hand, and the Senior Interest Holders on the other hand. Nothing contained in this Note is intended to or shall impair, as between Borrower, its creditors (other than the Senior Interest Holders) and the Lender, Borrower’s obligation, which is unconditional and absolute, to pay the Lender the principal of and interest on this Note as and when the same shall become due and payable in accordance with the terms hereof or to affect then relative rights of the Lender and creditors of Borrower (other than the Senior Interest Holders).

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from Borrower as Lender may find acceptable from time to time in its sole and absolute discretion, and (ii) distributions from Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to Borrower’s income from the Property; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 46, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 46, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. IfThe Subordinated Debt is and shall be subordinated in right of payment to the Senior Debt as provided in this Section 2. Each Debtor and each Subordinated Debt Holder agrees and covenants, expressly for any reason whatsoeverthe benefit of the present and future holders of the Senior Debt, that the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness payment of the principal and interest of the Subordinated Debt, and all interest thereon and all liensother obligations of any Debtor to pay money to any Subordinated Debt Holder in connection with the Subordinated Debt, security interests and rights now or hereafter existing with respect to property are expressly subordinated in right of the Other Borrower securing same shall, at all times, be subordinate in all respects payment to the Guaranteed Obligations prior payment in full of all outstanding Senior Debt. After the occurrence and to all liensduring the continuance of any Event of Default (as such term is defined in the Credit Agreement), security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor except as provided below in Section 3, no Debtor shall not pay, and no Subordinated Debt Holder shall be entitled to enforce receive or demand (and each Subordinated Debt Holder hereby agrees not to receive paymentor demand), directly any amount in respect of the principal and interest of any Subordinated Debt until the outstanding Senior Debt then due shall have been paid in full in cash and the Credit Agreement shall have terminated. The prohibition against any Subordinated Debt Holder receiving any payment from any Debtor in respect of the Subordinated Debt set forth in this Section 2 shall occur immediately and automatically upon the occurrence of any Event of Default, without requirement of any notice by Agent or indirectlyany other Lender to any Debtor or any Subordinated Debt Holder. Any amount paid to a Subordinated Debt Holder in connection with the Subordinated Debt in contravention of the provisions of this Section 2 shall be held by such Subordinated Debt Holder in trust for the holder or holders of the Senior Debt and, as soon as practicable following receipt thereof by such Subordinated Debt Holder, shall be remitted to the holder or holders of the Senior Debt for application to the Senior Debt. Each Subordinated Debt Holder shall not, and each Subordinated Debt Holder hereby agrees not to, commence any action or proceeding against any Debtor to recover all or any part of the Subordinated Debt or commence or join with any creditor (other than the holder of the Senior Debt) in bringing any proceedings against any Debtor under any liquidation, dissolution, winding up of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security thereforDebtor and/or its assets, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivershipconservatorship, bankruptcy, reorganization, arrangement rearrangement, debtor’s relief, or other debtor relief insolvency law now or insolvency proceedings involving hereafter existing, unless and until the Other Borrower as debtor, Lender Senior Debt shall be indefeasibly paid in full and the Credit Agreement shall have terminated. The provisions of this Section 2 are, and are intended to be, solely for the right to prove its claim in any such proceeding so purpose of defining the relative rights of Debtors, Subordinated Debt Holders and the holder or holders of the Senior Debt. The subordination as to establish its rights hereunder payment and shall have the right standstill as to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as remedies provided above for in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender 2 is not intended and shall have absolutely no dominion over not be construed to impair, as among any Debtor, any such Debtor’s creditors (other than the same except holder or holders of the Senior Debt and Subordinated Debt Holder) (i) the absolute and unconditional obligation of such Debtor to pay it immediately make payments due in connection with the Subordinated Debt or (ii) the rights and remedies available to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights a Subordinated Debt Holder in connection with the Subordinated Debt, under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreementsapplicable law, and delivery to Lender of under any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under agreement between such Subordinated Debt Holder and is subject to the terms of this Guarantyany such Debtor.

Subordination. If(a) The Company and the Holder agree that all indebtedness evidenced by this Amended and Restated Promissory Note, for including principal, Interest and all other amounts payable hereunder shall, to the extent hereinafter set forth, be subordinate and junior to all obligations, indebtedness and liabilities (the “Obligations”) of the Company and its affiliates under any reason whatsoeverthird party senior secured credit facility of the Company or any of its affiliates and any subsequent refinancing thereof, as such Obligations may be increased, extended or otherwise modified from time to time hereafter (collectively, “Senior Indebtedness,” and documents related thereto, the Other Borrower is now “Loan Documents”). (b) Notwithstanding anything herein to the contrary, unless otherwise permitted by the Loan Documents, no payment, direct or hereafter becomes indebted to Guarantor: such indebtedness indirect, shall be made by the Company on account of principal of, or Interest on, this Amended and all interest thereon and all liens, security interests and rights now Restated Promissory Note or hereafter existing otherwise with respect to property this Amended and Restated Promissory Note or on account of the Other Borrower securing same shallpurchase or redemption or other acquisition of this Amended and Restated Promissory Note, unless and until the Senior Indebtedness shall have been indefeasibly paid in full in cash and the commitments to lend thereunder have terminated pursuant to the terms of the Loan Documents; provided that (1) the Company shall be permitted to pay, and the Holder shall be permitted to retain, (i) regularly scheduled payments of Interest on this Amended and Restated Promissory Note as and when such payment shall become due and payable, so long as immediately before and after giving effect to each such payment, (A) no default or event of default exists under the Loan Documents (herein, a “Senior Default”) or would be caused thereby and (B) the Company and its affiliates are in pro forma compliance with the financial covenants set forth in the Loan Documents; and (ii) regularly scheduled payments of principal of this Amended and Restated Promissory Note as and when such payment shall become due and payable, so long as immediately before and after giving effect to each such payment, (A) no Senior Default exists or would be caused thereby, (B) the Company and its affiliates are in pro forma compliance with the Senior Debt Leverage financial covenant and the Capital Expenditures Limitations financial covenant set forth in the Loan Documents, (C) the Company and its affiliates are in pro forma compliance with the Fixed Charge Coverage financial covenant set forth in the Loan Documents as if such ratio were set at 1.2: 1.0 computed as of the most recent fiscal quarter end for which the Company and its affiliates have delivered financial statements pursuant to the Loan Documents, and (D) the borrowers under the Loan Documents shall have Excess Availability (as defined in the Loan Documents) of at least $4,000,000.00, and (2) the Company shall be permitted to prepay, and the Holder shall be permitted to retain, all or a portion of the principal amount of this Amended and Restated Promissory Note, without penalty or premium, in whole or in part, together with Interest to the date of such prepayment on the principal amount so prepaid, so long as immediately before and after giving effect to any such prepayment, (A) each of the requirements set forth in subclauses (A), (C) and (D) of clause (1)(ii) above is satisfied, (B) the Company and its affiliates are in pro forma compliance with the Capital Expenditures Limitations financial covenant set forth in the Loan Documents, and (C) the Company and its affiliates are in pro forma compliance with the Senior Debt Leverage financial covenant set forth in the Loan Documents as if such ratio were set at 1.5:1.0 computed as of the most recent fiscal quarter end for which the Company and its affiliates have delivered financial statements pursuant to the Loan Documents. (c) Unless and until the Senior Indebtedness shall have been indefeasibly paid in full in cash and the commitments to lend thereunder have terminated pursuant to the terms of the Loan Documents, except for the receipt of payments specifically permitted pursuant to Section 6(b), the Holder shall not (i) accept or receive (in cash or property or by setoff, exercise of contractual or statutory rights or otherwise) any direct or indirect payment on account of this Amended and Restated Promissory Note at any time a Senior Default exists and until the Company has notified the Holder in writing that such Senior Default has been waived or is no longer continuing, (ii) demand or attempt to collect or commence any legal proceedings to collect, any payment on account of this Amended and Restated Promissory Note, or (iii) commence or maintain any action, suit or any other legal or equitable proceeding against the Company, or join with any creditor in any such proceeding, under any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar law, at all timesany time, be subordinate unless holders of Senior Indebtedness shall also join in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any bringing such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. proceeding. (d) In the event that the Company makes any payment with respect to this Amended and Restated Promissory Note, whether in cash, property or securities, at a time when a Senior Default exists, such payment shall be held by the Holder in trust for the benefit of, and shall be paid forthwith over and delivered to, the holders of receivershipSenior Indebtedness (or an agent thereof) to be applied in accordance with the terms of the Loan Documents. (e) No right of any present or future holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by this Amended and Restated Promissory Note shall be prejudiced or impaired by any act or failure to act by any such holder or by the Company or by the failure of the Company to comply with this Amended and Restated Promissory Note, regardless of any knowledge thereof which any such holder may have or otherwise be charged with. (f) The Holder agrees and consents that, without notice to or assent by the Holder and without affecting the liabilities and obligations of the Company and the Holder and the rights and benefits of the holders of the Senior Indebtedness, (i) the obligations and liabilities of the Company and any other party or parties for or upon the Senior Indebtedness may, from time to time, be increased, renewed, refinanced, extended, modified, amended, restated, compromised, supplemented, terminated, waived or released at any time and from time to time; (ii) the holders of the Senior Indebtedness and any representative or representatives acting on behalf thereof, may exercise or refrain from exercising any right, remedy or power granted by or in connection with any agreements relating to the Senior Indebtedness (including, without limitation, any exercise or non-exercise by any such holder of any right, power, privilege or remedy under the Loan Documents or hereunder or any release by any such holder of any security for the payment of the Senior Indebtedness); and (iii) any balance or balances of funds with any holder of Senior Indebtedness at any time outstanding to the credit of the Company may, from time to time, in whole or in part, be surrendered or released; in each case all as any such holder and any representative or representatives acting on behalf thereof, may deem advisable, and all without impairing, abridging, diminishing, releasing or affecting the subordination of the subordinated indebtedness to the Senior Indebtedness provided for herein. (g) The obligations of the Holder under this Section 6 shall continue to be effective, or be reinstated, as the case may be, if at any time any payment in respect of any Senior Indebtedness is rescinded or must otherwise be restored or returned by any holder of Senior Indebtedness by reason of any bankruptcy, reorganization, arrangement arrangement, composition or other debtor relief similar proceeding or insolvency proceedings involving as a result of the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the appointment of a receiver, intervenor or conservator of, or trustee or other custodian similar officer for, the Company or any substantial part of its property, or otherwise, all as though such payment had not been made. (whether or not an Event of Default shall have occurred under any h) The Holder agrees that the holders of the Loan Documents), dividends and payments that Senior Indebtedness are payable entitled to rely upon any obligation the provision of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay 6 and may enforce the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request provisions of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of 6 against the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyHolder.

Subordination. IfEach Guarantor agrees that any and all claims of such Guarantor against the other Borrowers or any endorser or other guarantor of all or any part of the Guaranteed Obligations, for or against any reason whatsoeverof their respective properties, shall be subordinated to all of the Other Borrower is Guaranteed Obligations. Notwithstanding any right of any Guarantor to ask for, demand, ▇▇▇ for, take or receive any payment from any other Borrower, all rights and Liens of such Guarantor, whether now or hereafter becomes indebted arising and howsoever existing, in any assets of any other Borrower (whether constituting part of the Collateral or otherwise) shall be and hereby are subordinated to Guarantor: the rights of the Agents or the Lenders in those assets. Such Guarantor shall have no right to possession of any such indebtedness asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been paid in full and all interest thereon of the Commitments have been terminated. If all or any part of the assets of any Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Borrower, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any Borrower is dissolved or if substantially all liensof the assets of any Borrower are sold, security interests then, and rights now in any such event, any payment or hereafter existing distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to property any Indebtedness of such Borrower to such Guarantor ("Borrower Indebtedness") shall be paid or delivered directly to the Lenders for application on the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been paid in full and all of the Other Borrower securing same shallCommitments have been terminated. Each Guarantor irrevocably authorizes and empowers each of the Agents and the Lenders to demand, at all times▇▇▇ for, be subordinate collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Guarantor such proofs of claim and take such other action, in all respects such Agent's or Lender's own name or in the name of such Guarantor or otherwise, as such Agent or Lender may deem reasonably necessary or reasonably advisable for the enforcement of this Guaranty. After the occurrence and during the continuance of an Event of Default, each Lender may vote, with respect to the Guaranteed Obligations owed to it, such proofs of claim in any such proceeding, receive and to collect any and all liens, security interests dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and rights now or hereafter existing to secure apply the same on account of any of the Guaranteed Obligations; . Should any payment, distribution, security or instrument or proceeds thereof be received by any Guarantor upon or with respect to the Borrower Indebtedness prior to the payment in full of all of the Guaranteed Obligations and the termination of all of the Commitments, such Guarantor shall receive and hold the same in trust, as trustee, for the ratable benefit of the Agents 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 Guarantor where necessary), for application to the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be entitled held in trust by such Guarantor as the property of the Agents and the Lenders. After the occurrence and during the continuance of an Event of Default, if any Guarantor fails to enforce or receive payment, directly or indirectly, of make any such indebtedness endorsement or assignment to the Agents or the Lenders, the Agents or the Lenders or any of their officers or employees are hereby irrevocably authorized to make the Other Borrower to same. Each Guarantor agrees that until the Guaranteed Obligations have been fully paid in full and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations Commitments have been fully and finally paid and performed. Ifterminated, notwithstanding the foregoing provisions, such Guarantor should receive will not assign or transfer to any payment, Person any claim such Guarantor has or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall may have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of against any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyBorrower.

Subordination. If, for any reason whatsoever, the Other any Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other such Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other such Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from such Borrower as Administrative Agent may find acceptable from time to time in its sole and absolute discretion, and (ii) distributions from such Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to such Borrower’s income from the Property of such Borrower; (c) Guarantor hereby assigns and grants to Lender Administrative Agent a security interest in all such indebtedness and security therefor, if any, of the Other such Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other such Borrower as debtor, Lender Administrative Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a Default or an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other such Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 45, Guarantor shall pay the same to Lender Administrative Agent immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent and shall have absolutely no dominion over the same except to pay it immediately to LenderAdministrative Agent; and and (d) Guarantor shall promptly upon written request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 45, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender Administrative Agent of any promissory notes or other instruments evidencing indebtedness of the Other such Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other such Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. IfThe obligations of the Guarantor with respect to the payment of all indebtedness represented by the Note and this Guaranty (the "Subordinated Indebtedness") is hereby expressly subordinated to the payment in full to W▇▇▇▇ Fargo Business Credit, for Inc., a Minnesota corporation (the "Senior Lender"), of the obligations of the Guarantor under that certain Credit and Security Agreement, dated as of September 24, 2001, as supplemented and amended, by and between the Senior Lender and Southern Flow Companies, Inc., and the loan documents and instruments related thereto executed by the Guarantor, and under that certain Credit and Security Agreement, dated as of September 6, 2002, as supplemented and amended, by and between the Senior Lender and Metretek, Incorporated, and the loan documents and instruments related thereto executed by the Guarantor, as well each and every debt, liability and obligation of every type and description which the Guarantor may now or at any reason whatsoevertime hereafter owe to the Senior Lender, whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint and several, all interest thereon, and all fees, costs and other charges related thereto (including all interest, fees, costs and other charges accruing after the commencement of any case, proceeding or other action relating to the bankruptcy insolvency or reorganization of the Guarantor, whether or not allowed in such proceeding or other action), all renewals, extensions and modifications thereof and any notes issued in whole or partial substitution therefore (the "Senior Lender Indebtedness"), provided that the amount of Senior Lender Indebtedness shall not exceed $3,260,000 in the aggregate. In addition, the Other Borrower is Senior Lender shall hold a first priority security interest and lien in all collateral now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property securing payment of the Other Borrower securing same shallSenior Lender Indebtedness, at including all timesproceeds thereof (the "Collateral"), and any lien claimed therein by the Fund shall be and remain fully subordinate in for all respects purposes to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness lien of the Other Borrower Senior Lender for all purposes whatsoever. The Subordinated Indebtedness shall continue to Guarantor until be subordinated to the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Senior Lender a security interest in all such indebtedness and security thereforIndebtedness even if the Senior Lender Indebtedness is subordinated, if any, of avoided or disallowed under the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement United States Bankruptcy Code or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantyapplicable law.

Subordination. If(a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations and no Guarantor shall exercise or enforce any right or indemnification or subrogation until such payment in full of the Obligations; provided that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full of the Obligations, such amount shall be held by such Guarantor in trust for the benefit of the Lenders, segregated from the other funds of such Guarantor, and shall forthwith be paid to the Administrative Agent to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. No failure on the part of either Borrower or any reason whatsoeverGuarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the Other Borrower is full amount of the obligations of such Guarantor hereunder. To the maximum extent permitted by applicable law, each Guarantor hereby waives any defense relating to any action by the Administrative Agent that has the effect of impairing the Guarantor’s right of subrogation or indemnification. (b) Any Indebtedness of any Guarantee Party now or hereafter becomes indebted owed to any other Guarantee Party (the “Obligee Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property ”) is hereby subordinated in right of the Other Borrower securing same shall, at all times, be subordinate in all respects payment to the Guaranteed Obligations Obligations, and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Indebtedness collected or received by the Other Borrower to Obligee Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not after an Event of Default has occurred and is continuing shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution be held in trust for Lender the Administrative Agent for the benefit of the Lenders, segregated from the funds of such Guarantor, and shall have absolutely no dominion over forthwith be paid to the same except Administrative Agent, to pay it immediately to Lender; be credited and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit applied against Obligations, whether matured or facilitate exercise of its rights under this Section 4, includingunmatured, but not limited towithout affecting, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of impairing or limiting in any promissory notes or other instruments evidencing indebtedness manner the liability of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or Obligee Guarantor under any other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantyprovision hereof.

Subordination. If, for any reason whatsoever, Until the Other Borrower is now or hereafter becomes indebted earlier to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property occur of the Other Borrower securing same shall, at all times, be subordinate in all respects to time when: (i) the Guaranteed Guarantied Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been promptly and fully and finally paid and performed; Guarantor hereby assigns performed and grants the Completion Date shall have occurred, or (ii) the Credit Facility shall have been paid in full and completely performed by Borrower or otherwise and the Banks obligation to Lender a security interest advance funds thereunder indefeasibly terminated and Credit Facility Termination shall have occurred, Completion Guarantors shall withhold exercise of: a. any claim, right or remedy, direct or indirect, that Completion Guarantors now have or may hereafter have against Borrower or any of its assets in all connection with this Completion Guaranty or the performance by Completion Guarantors of their obligations hereunder, in each case whether such indebtedness and security thereforclaim, if anyright or remedy arises in equity, of the Other Borrower to Guarantor now existing or hereafter arisingunder contract, by statute, including without limitation under Nevada Revised Statutes Section 40.475 or 40.485 as permitted by Nevada Revised Statutes Section 40.495, under common law or otherwise and including without limitation (i) any dividends and payments pursuant to debtor relief right of subrogation, reimbursement or insolvency proceedings referred to below. In the event of receivershipindemnification that Completion Guarantors now have or may hereafter have against Borrower, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the (ii) any right to prove its claim in enforce, or to participate in, any such proceeding so as to establish its rights hereunder claim, right or remedy that Agent Bank or any Lender now has or may hereafter have against Borrower, and shall have the (iii) any benefit of, and any right to receive directly from the receiverparticipate in, trustee any Collateral or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by GuarantorAgent Bank or any Lender, and b. any right of obligations contribution Completion Guarantors may have against any other guarantor of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject Credit Facility. Completion Guarantors further agree that, to the terms extent the agreement to withhold the exercise of this Guarantytheir rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Completion Guarantors may have against Borrower or against any Collateral or security, and any rights of contribution Completion Guarantors may have against any such other guarantor, shall be junior and subordinate to any rights Agent Bank or Lenders may have against Borrower, to all right, title and interest Agent Bank or Lenders may have in any such Collateral or security, and to any right Agent Bank or Lenders may have against such other guarantor.

Subordination. If, for The payment of any reason whatsoeveramounts due with respect to any Indebtedness of UACC, the Other Borrower is Seller or the Servicer now or hereafter becomes indebted held by the Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations, provided that so long as no default in the payment or performance of the Guaranteed Obligations has occurred and is continuing and no Facility Termination Event or Unmatured Facility Termination Event has occurred and is continuing, and no demand for payment of any of the Guaranteed Obligations has been made that remains unsatisfied, UACC, the Seller and the Servicer may make, and the Guarantor may demand and accept, any payments of principal of and interest on such subordinated Indebtedness in the amounts, at the rates and on the dates agreed by such Person and the Guarantor: , and, if applicable, as specified in such indebtedness and all interest thereon and all liensinstruments, security interests and rights now securities or hereafter existing other writings as shall evidence such subordinated Indebtedness. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or a Facility Termination Event or Unmatured Facility Termination Event with respect to property payment of the Other Borrower securing same shallprincipal of, at all timesand interest on, be subordinate in all respects the Advances, the Guarantor will not demand, ▇▇▇ for or otherwise attempt to collect any such Indebtedness of UACC, the Seller or the Servicer to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations shall have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performedfull. If, notwithstanding the foregoing provisionssentence, the Guarantor should shall collect, enforce or receive any paymentamounts in respect of such Indebtedness, claim or distribution that is prohibited such amounts shall be collected, enforced and received by the Guarantor as provided above trustee for the Lenders and be paid over to the Administrative/Collateral Agent (for the benefit of the Lenders) on account of the Guaranteed Obligations without affecting in this Section 4, any manner the liability of the Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyArticle IV.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from Borrower as Administrative Agent may find acceptable from time to time in its sole and absolute discretion, and (ii) distributions from Borrower in an amount not prohibited under the Loan Agreement which is attributable to Borrower’s income from the Property; (c) Guarantor hereby assigns and grants to Lender Administrative Agent for the ratable benefit of Lenders a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower ▇▇▇▇▇▇▇▇ as debtor, Lender Administrative Agent on behalf of the Lenders shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have Indebtedness has been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, payment or claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall pay the same to Lender Administrative Agent for the ratable benefit of the Lenders immediately, Guarantor hereby agreeing that it shall receive the payment, payment or claim or distribution in trust for Lender Administrative Agent and shall have absolutely no dominion over the same except to pay it immediately to LenderAdministrative Agent for the ratable benefit of the Lenders; and and (d) Guarantor shall promptly promptly, upon the reasonable request of Lender Administrative Agent from time to time but at no material out of pocket cost to Guarantor, execute such documents and perform such acts as Lender Administrative Agent may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4Section, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Administrative Agent or any Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty. Notwithstanding anything to the contrary in this Guaranty or any other Loan Document, Borrower shall be permitted to make distributions to the extent not prohibited by the Loan Agreement.

Subordination. IfGuarantor agrees that any and all claims of Guarantor against E-Loan LLC or any endorser or other guarantor of all or any part of the Guaranteed Obligations, for or against any reason whatsoeverof their respective properties, shall be subordinated to all of the Other Borrower is Guaranteed Obligations. Notwithstanding any right of Guarantor to ask for, demand, ▇▇▇ for, take or receive any payment from E-Loan LLC, all rights and liens of Guarantor, whether now or hereafter becomes indebted arising and howsoever existing, in any assets of E-Loan LLC shall be and hereby are subordinated to Guarantor: the rights of ▇▇▇▇▇▇▇ ▇▇▇▇▇ in those assets. Unless and until all of the Guaranteed Obligations shall have been paid in full, (i) Guarantor shall have no right to possession of any such indebtedness asset, and (ii) Guarantor shall have no right to foreclose upon any such asset, whether by judicial action or otherwise. If all interest thereon or any part of the assets of E-Loan LLC, or the proceeds thereof, are subject to any distribution, division or application to the creditors of E-Loan LLC, 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 E-Loan LLC is dissolved or if substantially all liensof the assets of E-Loan LLC are sold, security interests then, and rights now in any such event, any payment or hereafter existing distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to property any indebtedness of E-Loan LLC to Guarantor (“Company Indebtedness”) shall be paid or delivered directly to ▇▇▇▇▇▇▇ ▇▇▇▇▇ for application on the Other Borrower securing same shallGuaranteed Obligations, at all timesdue or to become due, be subordinate until such Guaranteed Obligations shall have first been paid in all respects full. Guarantor irrevocably authorizes and empowers ▇▇▇▇▇▇▇ ▇▇▇▇▇ to, after the Guaranteed Obligations have become payable to, demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of Guarantor such proofs of claim and take such other action, in ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ own name or in the name of Guarantor or otherwise, as ▇▇▇▇▇▇▇ ▇▇▇▇▇ may ▇▇▇▇ reasonably necessary or reasonably advisable for the enforcement of this Guaranty. Upon the Guaranteed Obligations becoming payable, ▇▇▇▇▇▇▇ ▇▇▇▇▇ may vote, with respect to the Guaranteed Obligations owed to ▇▇▇▇▇▇▇ ▇▇▇▇▇, such proofs of claim in any such proceeding, receive and to collect any and all liens, security interests dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and rights now or hereafter existing to secure apply the same on account of any of the Guaranteed Obligations; . Should any payment, distribution, security or instrument or proceeds thereof be received by Guarantor upon or with respect to the Company Indebtedness prior to the payment in full of all of the Guaranteed Obligations, Guarantor shall receive and hold the same in trust, as trustee, for the benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and shall forthwith deliver the same to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in precisely the form received (accompanied by the endorsement or assignment of Guarantor where necessary), for application to the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be entitled held in trust by Guarantor as the property of ▇▇▇▇▇▇▇ ▇▇▇▇▇. Upon the Guaranteed Obligations becoming payable, if Guarantor fails to enforce or receive payment, directly or indirectly, of make any such indebtedness endorsement or assignment to ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or any of their respective officers or employees), ▇▇▇▇▇▇▇ ▇▇▇▇▇ is hereby irrevocably authorized to make the Other Borrower to same. Guarantor agrees that until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisionsfull, Guarantor should receive will not assign or transfer to any payment, Person any claim Guarantor has or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall may have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantyagainst E-Loan LLC.

Subordination. IfEach of the Guarantors agrees that any and all claims of such Guarantor against Borrower, for any reason whatsoeverendorser or any other guarantor of all or any part of the Liabilities, or against any of their respective properties, shall be subordinate and subject in right of payment to the Other Borrower is prior payment, in full and in cash, of all the Liabilities. Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ for, take or receive any payment from Borrower, all rights, liens and security interests of each of the Guarantors, whether now or hereafter becomes indebted arising and howsoever existing, in any assets of Borrower (whether constituting part of the security or collateral given to Guarantor: Lender to secure payment of all or any part of the Liabilities or otherwise) shall be and hereby are subordinated to the rights of Lender in those assets. Neither Guarantor shall have any right to possession of any such indebtedness asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied and all interest thereon financing arrangements between Borrower and Lender have been terminated. If all liensor any part of the assets of Borrower, security interests or the proceeds thereof, are subject to any distribution, division or application to the creditors of Borrower, whether partial or complete, voluntary or involuntary, and rights now whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or hereafter existing any other action or proceeding, or if the business of Borrower is dissolved or if substantially all of the assets of 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 property any indebtedness of Borrower to any Guarantor (“Borrower Indebtedness”) shall be paid or delivered directly to Lender for application on any of the Other Borrower securing same shallLiabilities, at all timesdue or to become due, be subordinate in all respects until the Liabilities shall have first been fully paid and satisfied. Each of the Guarantors irrevocably authorizes and empowers Lender to the Guaranteed Obligations demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to all liensmake and present for and on behalf of such Guarantor such proofs of claim and take such other action, security interests and rights now in Lender’s own name or hereafter existing to secure in the Guaranteed Obligations; name of such Guarantor shall not be entitled to enforce or receive paymentotherwise, directly as Lender may deem necessary or indirectly, advisable for the enforcement of any this Guaranty. Lender may vote such indebtedness proofs of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder proceeding, receive and shall have the right to receive directly from the receiver, trustee collect any and all dividends or other custodian (whether payments or not an Event disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performedLiabilities. If, notwithstanding the foregoing provisions, Guarantor should receive Should any payment, claim distribution, security or distribution that is prohibited as provided above in this Section 4instrument or proceeds thereof be received by any Guarantor upon or with respect to Borrower Indebtedness prior to the satisfaction of all of the Liabilities and the termination of all financing arrangements between Borrower and Lender, such Guarantor shall pay receive and hold the same in trust, as trustee, for the benefit of Lender and shall forthwith deliver the same to Lender immediatelyLender, in precisely the form received (except for the endorsement or assignment of such Guarantor hereby agreeing that it where necessary), for application to any of the Liabilities, whether due or not due, and, until so delivered, the same shall receive the payment, claim or distribution be held in trust for Lender and shall have absolutely no dominion over by such Guarantor as the same except property of Lender. If any Guarantor fails to pay it immediately make any such endorsement or assignment to Lender; and Guarantor shall promptly upon request of , Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise any of its rights under this Section 4, including, but not limited to, execution officers or employees are hereby irrevocably authorized to make the same. Each of the Guarantors agrees that until the Liabilities have been indefeasibly paid and delivery of financing statements, proofs of claim, further assignments and security agreementssatisfied in full (in cash), and delivery all financing arrangements between Borrower and Lender have been terminated, such Guarantor will not assign or transfer to Lender of any promissory notes Person any claim such Guarantor has or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantymay have against Borrower.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, such indebtedness shall be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor (except that prior to a Default, partnership or limited liability company distributions by Borrower in the ordinary course of Borrower’s business shall be permitted) until the Guaranteed Obligations have been fully and finally paid and performed, but such restriction shall not apply during the Post-Payment and Performance Period; Guarantor hereby assigns and grants to Lender a security interest and (c) in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Administrative Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of a Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 46, Guarantor shall pay the same to Lender Administrative Agent immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyAdministrative Agent.

Subordination. If, for any reason whatsoever(a) On the terms and conditions set forth below, the Other Borrower payment and performance, and Subordinated Lender's right to receipt thereof, of the Subordinated Debt is hereby subordinated to the full and final payment and performance, and Senior Lender's right to receipt thereof, of the Senior Debt. Subject to and except as set forth in SECTIONS 3 and 4 below, Subordinated Lender will not ask, demand, sue ▇▇▇, take or receive from Borrower, by setoff, banker's lien or in any other manner, the whole or any part of any monies which may now or hereafter becomes indebted be owing by Borrower, or any successor or assign of Borrower, including, without limitation, any receiver or trustee (the term "BORROWER" hereinafter shall include any such successor or assignee of Borrower), to Guarantor: such indebtedness Subordinated Lender, or be owing by any other person to Subordinated Lender under a guaranty or similar instrument, on account of the Subordinated Debt, nor any collateral security for any of the foregoing, unless and until (i) all interest thereon and all liensSenior Debt, security interests and rights now existing or hereafter existing with respect to property of the Other Borrower securing same shallarising, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid in cash or on terms satisfactory to Senior Lender in its reasonable discretion and performed; Guarantor hereby assigns (ii) the Senior Loan Agreement shall have terminated. (b) The security interests and grants to liens in and on the personal property assets of Borrower in favor of Senior Lender a security interest shall in all such indebtedness respects be first and senior security thereforinterests and liens, if any, superior to any security interests and liens in and on the personal property assets of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowin favor of Subordinated Lender. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Subordinated Lender shall have the no right to prove its claim in possession of any such proceeding so as property or to establish its rights hereunder foreclose upon any such property, whether by judicial action or otherwise, and shall have all security interests in, liens on and other interests on or in the right to receive directly from the receiverproperty of Borrower, trustee or other custodian (whether or not an Event of Default shall have occurred under any of Borrower's subsidiaries or any guarantor of any Senior Debt shall be held in trust by Subordinated Lender for the Loan Documents)benefit of Senior Lender, dividends unless and payments that are payable upon any obligation until (i) all of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations Senior Debt shall have been fully and finally paid in cash and performed. If, notwithstanding (ii) the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and Senior Loan Agreement shall have absolutely no dominion over terminated. (c) Senior Lender acknowledges and agrees that to the same except extent the terms and provisions of this Agreement are inconsistent with the terms and provisions of any of the indebtedness and other obligations constituting Senior Debt, the terms and provisions of this Agreement shall be controlling. Subordinated Lender acknowledges and agrees that, to the extent the terms and provisions of this Agreement are inconsistent with the terms and provisions of any of the indebtedness and other obligations constituting Subordinated Debt, the terms and provisions of this Agreement shall be controlling. The provisions of this SECTION 2 are for the purpose of defining the relative rights of Senior Lender, on the one hand, and Subordinated Lender, on the other hand, and nothing herein shall impair, as between Borrower and Subordinated Lender, the obligation of Borrower, which is unconditional and absolute, to pay it immediately to Lender; and Guarantor shall promptly upon request Subordinated Lender the principal of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreementsthe Subordinated Debt, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness premium, if any, and interest thereon in accordance with its terms and the provisions of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyJunior Loan Agreement.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4Section, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.. Initial(s)

Subordination. If(a) Guarantor hereby agrees that the Subordinated Indebtedness (as hereinafter defined) shall be subordinate and junior in right of payment to the prior payment in full of all Guaranteed Indebtedness, and Guarantor hereby assigns the Subordinated Indebtedness to Lender as security for the Guaranteed Indebtedness. If any reason whatsoeversums shall be paid to Guarantor by Borrower or any other person or entity on account of the Subordinated Indebtedness, such sums shall be held in trust by Guarantor for the benefit of Lender and shall forthwith be paid to Lender without affecting the liability of Guarantor under this Guaranty Agreement and may be applied by Lender against the Guaranteed Indebtedness in such order and manner as Lender may determine in its sole discretion. Upon the request of Lender, Guarantor shall execute, deliver, and endorse to Lender such documents and instruments as Lender may request to perfect, preserve, and enforce its rights hereunder. For purposes of this Guaranty Agreement, the Other term Subordinated Indebtedness" means all indebtedness, liabilities, and obligations of Borrower is now or hereafter becomes indebted to Guarantor: , whether such indebtedness indebtedness, liabilities, and all interest obligations now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. (b) Guarantor agrees that any and all liens, security interests interests, judgment liens, charges, or other encumbrances upon Borrower's assets securing payment of any Subordinated Indebtedness shall be and rights now or hereafter existing with respect remain inferior and subordinate to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations any and to all liens, security interests and rights now interests, judgment liens, charges, or hereafter existing to secure other encumbrances upon Borrower's assets securing payment of the Guaranteed Obligations; Indebtedness or any part thereof, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attached. Without the prior written consent of Lender, Guarantor shall not be entitled to (i) file suit against Borrower or exercise or enforce any other creditor's right it may have against Borrower, or receive payment(ii) foreclose, directly repossess, sequester, or indirectly, of otherwise take steps or institute any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing action or hereafter arisingproceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any dividends and payments pursuant to debtor liquidation, bankruptcy, rearrangement, debtor's relief or insolvency proceedings referred proceeding) to below. enforce any liens, security interests, collateral rights, judgments or other encumbrances held by Guarantor on assets of Borrower. (c) In the event of any receivership, bankruptcy, reorganization, arrangement rearrangement, debtor's relief, or other debtor relief or insolvency proceedings proceeding involving the Other Borrower as debtor, Lender shall have the right to prove its and vote any claim in any such proceeding so as to establish its rights hereunder under the Subordinated Indebtedness and shall have the right to receive directly from the receiver, trustee or other court custodian (whether or not an Event of Default shall have occurred under any all dividends, distributions, and payments made in respect of the Loan Documents)Subordinated Indebtedness. Lender may apply any such dividends, dividends distributions, and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until against the Guaranteed Obligations have been fully Indebtedness in such order and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts manner as Lender may require to evidence and perfect determine in its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantysole discretion.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: Guarantor (which indebtedness shall include without limitation any acquisition fee, guaranty fee, loan fee and organizational costs): (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) no Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving any guaranty fee payments being paid in connection with the execution of this Guaranty and any other Loan Document and such fees or other sums as are permitted to be paid to Guarantor pursuant to the Credit Agreement; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its the claim of Lender in any such proceeding so as to establish its their rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 45, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 45, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. IfEach Guarantor agrees that any and all claims of such Guarantor against any Borrower, for any reason whatsoeverother Guarantor or any endorser or other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, with respect to any Indebtedness of such Borrower to the Other Guarantor (the "Borrower is Indebtedness"), shall be subordinated to the payment in full in cash of all Guaranteed Obligations. Notwithstanding any right of the Guarantor to ask, demand, ▇▇▇ for, take or receive any payment from any Borrower, all such rights and Liens of the Guarantor with respect to the Borrower Indebtedness, whether now or hereafter becomes indebted arising and howsoever existing shall be and hereby are subordinated to Guarantor: such indebtedness the rights of the Agents and the Lenders to receive payment in full in cash of the Guaranteed Obligations. So long as no Event of Default set forth in SECTION 12(a) or (f) of the Credit Agreement shall have occurred and is continuing, the Guarantor shall retain all its rights and shall be entitled to receive and retain any and all interest thereon payments made in respect of, the Borrower Indebtedness. After an Event of Default set forth in SECTION 12(a) or (f) of the Credit Agreement shall have occurred and all liensis continuing, security interests and the Guarantor shall not exercise any rights now or hereafter existing with respect to the Borrower Indebtedness or to foreclose upon any asset securing the Borrower Indebtedness, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid in cash and all financing arrangements pursuant to the Credit Agreement between the Borrowers and the Lenders have been terminated. If all or any part of the assets of any Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Borrower, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of 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 Borrower Indebtedness shall be paid or delivered directly to the Lenders for application to any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid in cash and satisfied. The Guarantor irrevocably authorizes and empowers each Agent and each of the Lenders to demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of the Guarantor such proofs of claim and take such other action, in such Agent's or such Lender's own name or in the name of the Guarantor or otherwise, as either Agent or any Lender may deem necessary or advisable for the enforcement of this Guaranty. Each Lender 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 of the Guaranteed Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by the Guarantor upon or with respect to the Borrower Indebtedness after an Event of Default set forth in SECTION 12(a) or (f) of the Credit Agreement shall have occurred and is continuing, and prior to the payment in full in cash of all Guaranteed Obligations and the termination of all financing arrangements pursuant to the Credit Agreement between the Borrowers and the Lenders, the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Agents and the Lenders and shall forthwith deliver the same to the Collateral Agent, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Other Borrower securing same shallCollateral Agent, at all timesfor the benefit of the Agents and the Lenders; PROVIDED, be subordinate in all respects that if the Guarantor fails to make any such endorsement or assignment to the Guaranteed Obligations and Collateral Agent, the Collateral Agent (or any of its officers or employees) is hereby irrevocably authorized to all liens, security interests and rights now make the same. The Guarantor agrees that after an Event of Default set forth in SECTION 12(a) or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness (f) of the Other Borrower to Guarantor Credit Agreement shall have occurred and is continuing, and until the Guaranteed Obligations have been fully paid in full (in cash) and finally paid satisfied and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments financing arrangements pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Credit Agreement between the Other Borrower as debtor, Lender shall have Borrowers and the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations Lenders have been fully and finally paid and performed. Ifterminated, notwithstanding the foregoing provisions, Guarantor should receive will not assign or transfer to any payment, Person any claim the Guarantor has or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall may have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of against any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyBorrower.

Subordination. If(a) All indebtedness, for liabilities and obligations of Borrower to any reason whatsoeverGuarantor, whether secured or unsecured and whether or not evidenced by any instrument, now existing or subsequently created or incurred, are and shall be subordinate and junior in right of payment to the Other Borrower is now Guaranteed Obligations. (b) No Guarantor shall sell, assign or hereafter becomes indebted otherwise transfer, in whole or in part, or create, incur or suffer to Guarantor: such indebtedness and all interest thereon and all liensexist any security interest, security interests and rights now lien, charge or hereafter existing other encumberance with respect to property any indebtedness, liabilities or obligations of Borrower to such Guarantor or any instrument or document evidencing or securing the Other same unless, in any such case, the person or entity to whom such sale, assignment or transfer is made or the beneficiary of such security interest, lien, charge or encumbrance acknowledges the foregoing subordination and agrees to be bound thereby. (c) Each Guarantor shall cause each document or instrument evidencing or securing any indebtedness, liabilities or obligations of Borrower securing same shallto such Guarantor to contain a statement or legend to the effect that such indebtedness, at all times, be liabilities or obligations are subordinate and junior in all respects right of payment to the Guaranteed Obligations in the manner and to all liensthe extent set forth in this Guaranty. (d) Should any payment or distribution or security, or any proceeds thereof, be collected or received by any Guarantor in respect of any indebtedness, liabilities or obligations of Borrower to such Guarantor, and such collection or receipt is not permitted under the subordination provisions of this Guaranty, such Guarantor shall immediately turn over such payment, distribution or security interests or proceeds to Lender, in the form received, and, until so turned over, the same shall be held in trust by such Guarantor as the property of Lender. (e) For purposes of this Guaranty "subordinate and rights now junior in right of payment" shall mean: (i) No part of any subordinated indebtedness, liabilities or hereafter existing obligations shall have any claim to secure the assets of Borrower on a parity with or prior to the claim of the Guaranteed Obligations; Obligations or the principal amount of the Loan and other amounts due under the Note, the Mortgage and the other Loan Documents. Unless and until the Guaranteed Obligations shall have been fully paid and satisfied, no Guarantor shall not be entitled to enforce will take, demand or receive paymentreceive, directly or indirectly, by set-off, redemption, purchase or in any manner, any payment or security for the whole or any part of any subordinated indebtedness, liabilities or obligations, and no Guarantor will accelerate the scheduled maturities of any amounts owing on account of such indebtedness, liabilities or obligations or demand payment thereof; provided that so long as no default under this Guaranty or any Event of Default (as such term is defined in each of the Loan Documents) under the Note, the Mortgage or any other Loan Document exists or would be in existence immediately after giving effect to such payment, such Guarantor may receive currently, scheduled payments on account of such indebtedness, liabilities and obligations; and (ii) No Guarantor will enforce or take any action to enforce or collect any subordinated indebtedness, liabilities or obligations or any part thereof or to enforce any lien or security interest securing payment or performance of subordinatedd indebtedness, liabilities or obligations or exercise any claims, rights, remedies or powers in connection with such indebtedness, liabilities or obligations; provided that so long as no default under this Guaranty or any Event of Default (as such term is defined in each of the Loan Documents) under the Note, the Mortgage or any other Loan Document exists or would be in existence immediately after giving effect to such payment, such Guarantor may receive currently scheduled payments on account of such indebtedness, liabilities and obligations. (iii) In the event of: (A) any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any substantial part of the property, assets or business of Borrower or the proceeds thereof, to any creditor or creditors of Borrower, or (B) any liquidation, dissolution or other winding-up of Borrower or its business or any sale, receivership, insolvency, reorganization or bankruptcy proceedings, assignment for the benefit of creditors, arrangement or any proceeding by or against Borrower for any relief under any bankruptcy, reorganization or insolvency law or laws, Federal or state, or any law, Federal or state, relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension, or (C) any indebtedness of the Other Borrower to any Guarantor being declared due and payable prior to its stated maturity, or (D) the indebtedness evidenced by the Note becoming or being declared to be due and payable and not being paid in accordance with its terms, then and in any such event any payment or distribution of any kind or character, whether in cash, property or securities which, but for the subordination provisions contained herein would be payable or deliverable to any Guarantor shall instead be paid over or delivered to Lender for application to payment or prepayment of the Guaranteed Obligations, and no Guarantor shall receive any such payment or distribution therefrom unless and until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants satisfied. (f) Notwithstanding the foregoing, Guarantors shall be permitted to Lender a security interest in all such indebtedness and security therefor, if any, receive distributions of net cash flow from the operation of the Other Mortgaged Property made by Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantypartners.

Subordination. If, for any reason whatsoever, the Other Borrower Mortgagor and/or Candlewood is now or hereafter becomes indebted to Guarantor: Guarantor for any payments made under this Guaranty: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower Mortgagor and/or Candlewood securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower Mortgagor and/or Candlewood to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender GMAC-CM a security interest in all such indebtedness and security therefor, if any, of the Other Borrower Mortgagor and/or Candlewood to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower Mortgagor and/or Candlewood as debtor, Lender GMAC-CM shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of a Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower Mortgagor and/or Candlewood to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, . Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall pay the same to Lender GMAC-CM immediately, . Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and shall (d) Guarantor shall promptly upon request of Lender GMAC-CM from time to time execute such documents and perform such acts as Lender GMAC-CM may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4Section, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender GMAC-CM of any promissory notes or other instruments evidencing indebtedness of the Other Borrower Mortgagor and/or Candlewood to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower Mortgagor and/or Candlewood to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Lease Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Lease Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Lease Obligations have been fully and finally paid and performed; provided, however, that so long as no Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from Borrower as Administrative Agent may find acceptable from time to time in its sole and absolute discretion, and (ii) distributions from Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to Borrower’s income from the Property; (c) Guarantor hereby assigns and grants to Lender Administrative Agent a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Administrative Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a Default or an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Lease Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 45, Guarantor shall pay the same to Lender Administrative Agent immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent and shall have absolutely no dominion over the same except to pay it immediately to LenderAdministrative Agent; and and (d) Guarantor shall promptly upon written request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 45, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender Administrative Agent of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other such Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. IfNotwithstanding anything to the contrary contained herein, for any reason whatsoevereach of the parties hereto acknowledges, agrees and covenants that all of the Borrower’s obligations hereunder and under the Further Documents (collectively, the Other “Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same Obligations”) shall, at all times, be subordinate in inferior, junior and fully subordinated to all respects present and future indebtedness, liabilities and other obligations of the Borrower to the Guaranteed Senior Secured Parties under the Senior Credit Agreements, as well as all security documents and any other documents executed in connection with the Senior Credit Agreements, in each case as amended, supplemented or replaced from time (collectively, the “Senior Obligations”) and that payment of the Borrower Obligations, in whole or in part, whether in principal, interest, or otherwise, whether at maturity, before maturity or upon default, shall be postponed to the indefeasible payment of the Senior Obligations in full unless otherwise consented to in writing by the Senior Agents, save and except for so long as no Default or Event of Default (each as defined in the Revolving Credit Agreement and the Term Loan Agreement) then exist or would (taking into account the payment to all liensbe made) result therefrom, the Borrower can make cash payments of accrued Interest on each Interest Payment Date until such payments reach, in the aggregate, the Cash Interest Threshold Amount and thereafter if the Restricted Payment Conditions (as defined in the Revolving Credit Agreement and the Term Loan Agreement) have been satisfied with respect to such payment. As long as the Senior Obligations remain outstanding, the Borrower shall not grant any security interests and rights now or hereafter existing to the Lender in order to secure the Guaranteed Borrower Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness . The parties hereto acknowledge that they have entered into that certain postponement and subordination agreement dated as of the Other Borrower to Guarantor until date hereof (the Guaranteed Obligations have been fully “Subordination Agreement”) between Senior Agents, the Lender and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security thereforthe Borrower, if any, with respect the subordination of the Other Borrower Obligations to Guarantor now existing or hereafter arising, including the Senior Obligations and that any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In made in connection with the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Obligations shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have be at all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is times subject to and in accordance with the terms of the Subordination Agreement. If there is a conflict, inconsistency, ambiguity or difference between any provision of this GuarantyAgreement and the Subordination Agreement, the provisions of the Subordination Agreement shall prevail, and such provision of this Agreement shall be amended to the extent only to eliminate any such conflict, inconsistency, ambiguity or difference. Each of the Senior Agents are third party beneficiaries of this Section 6.6.

Subordination. IfAll debts and obligations, for any reason whatsoever, the Other Borrower is whether now or hereafter becomes indebted owing, of the Borrower to Guarantor: such indebtedness the Lender, contingent or otherwise, in connection with and all interest thereon pursuant to the Loan or any Loan Document are referred to herein as "Senior Obligations". All debts and all liensobligations, security interests and rights whether now or hereafter existing with respect to property owing, of the Other Borrower to any Guarantor or any subsidiary of any Guarantor, as the same may be modified or renewed, including all interest thereon, and charges and other expenses and fees advanced or incurred by or for such Guarantor in connection therewith are referred to herein as the "Subordinated Debts". Until the Borrower has fully repaid and performed to or for the benefit of the Lender all Senior Obligations, any and all Subordinated Debts and all liens and encumbrances securing the same shall, at all times, be subordinate in all respects are fully subordinated to the Guaranteed full repayment of the Senior Obligations and to the discharge of all liens, security interests liens and rights encumbrances in favor of the Lender now or hereafter existing to secure securing the Guaranteed Senior Obligations; . Accordingly, until the Senior Obligations shall have been paid in full, the Borrower shall not make, and Guarantor shall not, and shall cause its subsidiaries not be entitled to, demand or accept, any payment of principal or interest on account of, or transfer any collateral for any part of, the Subordinated Debts. During the period beginning on the date hereof and ending on the date on which the Senior Obligations shall have been satisfied and performed in full, Guarantor shall not, and shall cause its subsidiaries not to, seek to enforce realize on any collateral, or receive payment, directly commence or indirectly, of join in any such indebtedness proceeding for the collection of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arisingSubordinated Debts, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganizationinsolvency or receivership proceeding, arrangement without the prior written consent of the Lender. If any payments are received or other debtor relief or insolvency proceedings involving come into the Other Borrower as debtor, Lender shall have the right to prove its claim in possession of Guarantor while there is any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under amount outstanding on any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Senior Obligations, Guarantor shall pay the same to Lender immediately, segregate such payments from other funds of Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to immediately pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject sums to the terms of this GuarantyLender.

Subordination. If(a) The payment and performance of the Subordinated Obligations is hereby subordinated in right of payment to the prior payment in full of the Senior Obligations and, for any reason whatsoeverexcept as specifically set forth in Sections 3, 4, 5 and 7 below, the Other Borrower is now Subordinated Obligee will not ask, demand, ▇▇▇ for, take or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now receive from or hereafter existing with respect to property on behalf of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive (by way of payment, directly loan, setoff, guaranty or indirectlyin any other manner) the whole or any part of the Subordinated Obligations (whether the Subordinated Note shall have become payable at maturity, by acceleration or otherwise), including, without limitation, the taking of any such indebtedness negotiable instrument evidencing any Subordinated Obligation or any security therefor, unless and until all of the Other Borrower to Guarantor until the Guaranteed Senior Obligations shall have been fully and finally indefeasibly paid and performed; Guarantor hereby assigns satisfied and grants to all financing arrangements constituting the Senior Obligations among the Borrower and the Senior Lender a security interest in all such indebtedness have been terminated. All liens and security therefor, if any, interests of the Other Borrower to Guarantor Subordinated Obligee, whether now existing or hereafter arisingarising and howsoever existing, including in any dividends assets of the Borrower or any other assets securing the Senior Obligations shall be and payments pursuant hereby are subordinated to debtor relief or insolvency proceedings referred to belowthe rights and interests of the Senior Lender in those assets. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender The Subordinated Obligee shall have the no right to prove its claim in possession or control of any such proceeding so as assets or to establish its rights hereunder foreclose upon any such assets, whether by judicial action or otherwise, unless and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any until all of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Senior Obligations shall have been fully and finally indefeasibly paid and performed. If, notwithstanding satisfied and all financing arrangements constituting the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay Senior Obligations among the same to Borrower and the Senior Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor been terminated. (b) The Subordinated Obligee shall promptly upon request of Lender from time to time execute such documents release and perform such acts as Lender discharge any lien or security interest it may require to evidence and perfect its interest and to permit acquire in any assets or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness property of the Other Borrower Borrower. (c) The Subordinated Obligee acknowledges and agrees that, to Guarantor. All promissory notesthe extent the terms and provisions of this Agreement are inconsistent with the Subordinated Documents, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyAgreement shall control and the Subordinated Documents shall be deemed to be subject to this Agreement.

Subordination. If, for any reason whatsoeverreason, the Other Borrower is now or hereafter becomes indebted to Guarantor: such Guarantors: (a) Such indebtedness and all interest thereon and all liens, security interests interest and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in win all respects to the Guaranteed Obligations of Borrower and to all liens, liens security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor Obligations of Borrower; (b) Except as expressly permitted in the Purchase Agreement or otherwise approved by the Secured Party, Guarantors shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor Guarantors until the Guaranteed Obligations of Borrower have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. ; (c) In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Secured Party shall have the right to prove provide its claim in any such proceeding so as to establish its rights hereunder and sand shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents)custodian, dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor Guarantors now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provisionsprovision, Guarantor Guarantors should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor Guarantors shall pay the same to Lender Secured Party immediately, Guarantor Guarantors hereby agreeing that it is shall receive the payment, claim or distribution in trust for Lender Secured Party and shall have absolutely no dominion over the same except to pay it immediately to LenderSecured Party; and Guarantor and (d) Guarantors shall promptly upon request of Lender the Secured Party from time to time execute such documents and perform such acts as Lender the Secured Party may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to GuarantorSection. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.​

Subordination. If, for any reason whatsoever, Any indebtedness of the Other Borrower is now or hereafter becomes indebted owing to Guarantor: such indebtedness each of Trico Holdco, Trico Cayman and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects Holdings is hereby subordinated to the Guaranteed Obligations of the Borrower owing to the Guaranteed Creditors; and if the Administrative Agent or the Required Term Lenders so request at a time when an Event of Default exists, all such indebtedness of the Borrower to all lienseach of Trico Holdco, security interests Trico Cayman and rights now Holdings shall be collected, enforced and received by Trico Holdco, Trico Cayman or hereafter existing Holdings, as the case may be, for the benefit of the Guaranteed Creditors and be paid over to secure the Administrative Agent on behalf of the Guaranteed Creditors on account of the Guaranteed Obligations; Guarantor shall not be entitled , but without affecting or impairing in any manner the liability of Trico Holdco, Trico Cayman or Holdings under the other provisions of this Holdco Guaranty. Prior to enforce the transfer by Trico Holdco, Trico Cayman or receive payment, directly Holdings of any note or indirectly, of negotiable instrument evidencing any such indebtedness of the Other Borrower to Guarantor Trico Holdco, Trico Cayman or Holdings, as the case may be, shall ▇▇▇▇ such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each of Trico Holdco, Trico Cayman and Holdings hereby agrees with the Guaranteed Creditors that they will not exercise any right of subrogation which they may at any time otherwise have as a result of these Holdco Guarantees (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until the all Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowfull in cash. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, If and to have all benefits of any security therefor, until the extent required in order for the Guaranteed Obligations have been fully of each of Trico Holdco, Trico Cayman and finally paid Holdings to be enforceable under applicable federal, state and performed. Ifother laws relating to the insolvency of debtors, notwithstanding the foregoing provisionsmaximum liability of Trico Holdco, Guarantor should receive Trico Cayman or Holdings, as the case may be, hereunder shall be limited to the greatest amount which can lawfully be guaranteed by Trico Holdco, Trico Cayman or Holdings, as the case may be, under such laws, after giving effect to any paymentrights of contribution, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender reimbursement and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights subrogation arising under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty13.07.

Subordination. IfAll debt and other liabilities of the Borrower to any Guarantor (“Borrower Debt”) are expressly subordinate and junior to the Guarantied Obligations and any instruments evidencing the Borrower Debt to the extent provided below. (i) Until the Release Date, for each Guarantor agrees that it will not request, demand, accept, or receive (by set-off or other manner) any reason whatsoeverpayment amount, credit or reduction of all or any part of the amounts owing under the Borrower Debt or any security therefor, .except as specifically allowed pursuant to clause (ii) below; (ii) Notwithstanding the provisions of clause (i) above, the Other Borrower is now may pay to the Guarantors and the Guarantors may request, demand, accept and receive and retain from the Borrower payments, credits or hereafter becomes indebted to Guarantor: such indebtedness and reductions of all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property any part of the Other amounts owing under the Borrower securing same shallDebt or any security therefor on the Borrower Debt, at all timesprovided that the Borrower’s right to pay and the Guarantors’ right to receive any such amount shall automatically and be immediately suspended and cease (A) upon the occurrence and during the continuance of an Event of Default or (B) if, be subordinate in all respects to after taking into account the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive effect of such payment, directly or indirectly, an Event of Default would occur and be continuing. The Guarantors’ right to receive amounts under this clause (ii) (including any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations amounts which theretofore may have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all suspended) shall automatically be reinstated at such indebtedness and security therefortime as the Event of Default which was the basis of such suspension has been cured or waived (provided that no subsequent Event of Default has occurred) or such earlier date, if any, as the Administrative Agent gives notice to the Guarantors of reinstatement by the Required Lenders, in the Required Lenders’ sole discretion; (iii) If any Guarantor receives any payment on the Borrower Debt in violation of this Guaranty, such Guarantor will hold such payment in trust for the Lenders and will immediately deliver such payment to the Administrative Agent; and (iv) In the event of the Other commencement or joinder of any suit, action or proceeding of any type (judicial or otherwise) or proceeding under any Debtor Relief Law against the Borrower (an “Insolvency Proceeding”) and subject to Guarantor now existing or hereafter arising, including any dividends and payments court orders issued pursuant to debtor relief the Bankruptcy Code, the Guarantied Obligations shall first be paid, discharged and performed in full before any payment or insolvency proceedings referred to belowperformance is made upon the Borrower Debt notwithstanding any other provisions which may be made in such Insolvency Proceeding. In the event of receivershipany Insolvency Proceeding, bankruptcyeach Guarantor will at any time prior to the Release Date (A) file, reorganizationat the request of any Guarantied Party, arrangement any claim, proof of claim or similar instrument necessary to enforce the Borrower’s obligation to pay the Borrower Debt, and (B) hold in trust for and pay to the Guarantied Parties any and all monies, obligations, property, stock dividends or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim assets received in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any on account of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above Debt in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon order that the indebtedness evidenced thereby is subordinated under and is subject Guarantied Parties may apply such monies or the cash proceeds of such other assets to the terms of this GuarantyObligations.

Subordination. If, for Any indebtedness of the Issuer or any reason whatsoever, the Other Borrower is other Guaranteed Party now or hereafter becomes indebted owing to Guarantor: any Guarantor is hereby subordinated to the Relevant Guaranteed Obligations of the Issuer or such other Guaranteed Party owing to the Secured Parties and, if the Trustee so requests at a time when an Event of Default exists and is continuing, all such indebtedness to such Guarantor shall be collected, enforced and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property received by such Guarantor for the benefit of the Other Borrower securing same shall, at all times, Secured Parties and be subordinate in all respects paid over to the Trustee on behalf of the Secured Parties on account of the Relevant Guaranteed Obligations and of the Issuer or such other Guaranteed Party to all liensthe Secured Parties, security interests and rights now but without affecting or hereafter existing to secure impairing in any manner the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, liability of any such indebtedness Guarantor under the other provisions of this Guaranty. Without limiting the generality of the Other Borrower foregoing, each Guarantor hereby agrees with the Secured Parties that it will not exercise any right of subrogation, reimbursement, exoneration, contribution or indemnification or any right to Guarantor participate in any claim or remedy of the Issuer or any other Guaranteed Party which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until the all Relevant Guaranteed Obligations have been fully and finally paid and performed; in full. If any amount shall be paid to any Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, violation of the Other Borrower to Guarantor now existing or hereafter arisingimmediately preceding sentence, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender such amount shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution be held in trust for Lender the benefit of the Secured Parties, and shall have absolutely no dominion over forthwith be paid to Trustee to be credited and applied to the same except to pay it immediately to Lender; Relevant Guaranteed Obligations and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit all other amounts payable hereunder, whether matured or facilitate exercise of its rights under this Section 4unmatured, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to in accordance with the terms of this Guaranty, or to be held as Collateral for any Relevant Guaranteed Obligations or other amounts payable hereunder thereafter arising. Notwithstanding anything to the contrary contained herein, no Guarantor may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Guarantor (the “Foreclosed Guarantor”), including after the Termination Date, if all or any portion of the obligations under the Indenture and the Notes have been satisfied in connection with a sale or other disposition by Trustee or Collateral Agent of the Equity Interests of such Foreclosed Guarantor, whether pursuant to the Security Agreements or otherwise.

Subordination. If2.1 Guarantor subordinates all of Guarantor's liens, for security interests, claims and rights of any reason whatsoever, the Other Borrower is kind that Guarantor may now have or hereafter becomes indebted acquire against Borrower and/or Borrower 'a property resulting from Borrower's present and future indebtedness to Guarantor: such indebtedness Guarantor (the "Subordinated Indebtedness"), and all interest thereon and agrees that all liens, security interests interests, claims and rights of any kind that Guarantor may now have or hereafter acquire against Borrower and Borrower's property resulting from the Subordinated Indebtedness shall be subordinate, inferior and subject to the claims and right. of Lender against Borrower and/or Borrower's property under the terms of any of the Loan Documents, whether direct or contingent or whether now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; created. Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness the Subordinated Indebtedness, which shall be collected, enforced and security therefor, if any, received by the holder(s) thereof for Lender and be paid over to Lender on account of the Other Borrower to Guarantor now existing obligations, but without reducing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim affecting in any such proceeding so as to establish its rights hereunder and shall have manner the right to receive directly from liability of Guarantor under any of the receiverother provisions of this Guaranty; Provided, trustee or other custodian (whether or not however, that unless an Event of Default shall have has occurred under and is continuing, Guarantor may retain for their own account reasonable salaries or fees ~for services actually rendered to Borrower. Notwithstanding anything herein to the contrary, if any portion of the Loan Documents)Subordinated Indebtedness becomes due and payable prior to its stated maturity, dividends and payments that are payable upon any obligation Lender shall be entitled to receive full performance of the Other Borrower Obligations before the holder(s) thereof are entitled to receive any payment with respect to the Subordinated Indebtedness. 2.2 Guarantor will not take any action which will either (i) force the sale of Borrower's property in order to satisfy the Subordinated Indebtedness or (ii) affect in any manner any and all of Lender's liens, security interests, claims or rights of any kind that Lender may now existing have or hereafter arising, acquire against Borrower and/or Borrower's property. Guarantor will refrain from taking any action which is in any way inconsistent with or in derogation of this subordination or of the rights of Lender hereunder and covenants to have all benefits perform such further acts as necessary or appropriate to give effect to this subordination. Without limiting the generality of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisionsforegoing, Guarantor should receive will not assign any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness portion of the Other Borrower to Guarantor. All promissory notesSubordinated Indebtedness, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is except expressly subject to the terms of this Guaranty; and Guarantor shall cause all evidence of the Subordinated Indebtedness to "et forth the provisions hereof or to bear a legend that it is subject hereto.

Subordination. If, for Each Guarantor hereby agrees that any reason whatsoever, the Other Borrower is Indebtedness of any Guarantor now or hereafter becomes indebted owing to Guarantor: such indebtedness and all interest thereon and all liensany other Subsidiary, security interests and rights whether heretofore, now or hereafter existing with respect created (the “Guarantor Subordinated Debt”), is hereby subordinated to property all of the Other Borrower securing same shall, at all times, be subordinate in all respects to First Lien Obligations until the Guaranteed Obligations Termination Date and to all liens, security interests and rights now or hereafter existing to secure that the Guaranteed Obligations; Guarantor Subordinated Debt shall not be entitled to enforce paid in whole or receive payment, directly or indirectly, in part during the continuance of any such indebtedness Event of Default after written notice from the Other Borrower First Lien Collateral Agent to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowBorrower. In the event of any insolvency or bankruptcy proceedings, and any receivership, bankruptcyliquidation, reorganization, arrangement reorganization or other debtor relief similar proceedings in connection therewith, relative to any Guarantor or insolvency to its property, and in the event of any proceedings involving the Other Borrower as debtorfor voluntary liquidation, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee dissolution or other custodian winding up of such Guarantor (except as expressly permitted by the Credit Agreement and any Additional First Lien Agreement), whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing, after written notice from the First Lien Collateral Agent to the Borrower (a) the Termination Date shall have occurred under occurred, before any payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of the Loan DocumentsGuarantor Subordinated Debt and (b) until the Termination Date shall have occurred, any payment or distribution to which such payee would otherwise be entitled (other than debt securities of such Guarantor that are subordinated, to at least the same extent as this Section 8, to the payment of all Guarantor Subordinated Debt then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the First Lien Collateral Agent. If any Event of Default occurs and is continuing, after written notice from the First Lien Collateral Agent to the Borrower, no payment or distribution of any kind or character shall be accepted by or on behalf of the Guarantor or any other Person on its behalf with respect to the Guarantor Subordinated Debt. If any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), dividends and payments that are payable upon any obligation in respect of the Other Borrower to Guarantor now existing or hereafter arising, and to have Subordinated Debt shall be received by any payee in violation of this Section 8 before all benefits of any security therefor, until the Guaranteed First Lien Obligations shall have been fully and finally paid and performed. Ifirrevocably in full in cash in immediately available funds (other than Hedging Obligations under Secured Hedging Agreements, notwithstanding the foregoing provisionsCash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations), Guarantor should receive any payment, claim such payment or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution be held in trust for Lender the benefit of the First Lien Secured Parties, and shall have absolutely no dominion be paid over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyFirst Lien Collateral Agent.

Subordination. IfThe Guarantor agrees that any and all claims of the Guarantor against the Borrower, for any reason whatsoeverendorser or any other guarantor of all or any part of the Secured Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the Other Borrower is prior payment, in full and in cash, of all Secured Obligations. Notwithstanding any right of the Guarantor to ask, demand, ▇▇▇ for, take or receive any payment from the Borrower, all rights, liens and security interests of the Guarantor, whether now or hereafter becomes indebted arising and howsoever existing, in any assets of the Borrower (whether constituting part of the security or collateral given to Guarantor: any Holder of Secured Obligations or the Agent to secure payment of all or any part of the Secured Obligations or otherwise) shall be and hereby are subordinated to the rights of the Holders of Secured Obligations and the Agent in those assets. The Guarantor shall have no right to possession of any such indebtedness asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations shall have been fully paid and satisfied and all interest thereon financing arrangements between the Borrower and the Holders of Secured Obligations have been terminated. If all liensor any part of the assets of the Borrower, security interests or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial or complete, voluntary or involuntary, and rights now whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or hereafter existing any other action or proceeding, or if the business of the Borrower is dissolved or if substantially all of the assets of the Borrower are sold, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to the Guarantor ("Borrower Indebtedness") shall be paid or delivered directly to the Agent for application on any of the Secured Obligations, due or to become due, until the Guaranteed such Secured Obligations shall have first been fully and finally paid and performed; satisfied. The Guarantor hereby assigns irrevocably authorizes and grants empowers the Agent to Lender a security interest in all demand, ▇▇▇ for, collect and receive every such indebtedness payment or distribution and security therefor, if any, give acquittance therefor and to make and present for and on behalf of the Other Borrower to Guarantor now existing such proofs of claim and take such other action, in the Agent's own name or hereafter arisingin the name of the Guarantor or otherwise, including any dividends and payments pursuant to debtor relief as the Agent may deem necessary or insolvency proceedings referred to belowadvisable for the enforcement of this Guaranty. In the event The Agent may vote such proofs of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder proceeding, receive and shall have the right to receive directly from the receiver, trustee collect any and all dividends or other custodian (whether payments or not an Event disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of Default shall have occurred under any of the Loan DocumentsSecured Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by the Guarantor upon or with respect to the Borrower Indebtedness prior to the satisfaction of all of the Secured Obligations and the termination of all financing arrangements between the Borrower and the Holders of Secured Obligations, the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Secured Obligations and shall forthwith deliver the same to the Agent, for the benefit of the Holders of Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), dividends and payments that are payable upon for application to any obligation of the Other Borrower to Guarantor now existing Secured Obligations, due or hereafter arisingnot due, and to have all benefits of any security thereforand, until so delivered, the Guaranteed same shall be held in trust by the Guarantor as the property of the Holders of Secured Obligations. 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. The Guarantor agrees that until the Secured Obligations have been fully paid in full (in cash) and finally paid satisfied and performed. Ifall financing arrangements between the Borrower and the Holders of Secured Obligations have been terminated, notwithstanding the foregoing provisions, Guarantor should receive will not assign or transfer to any payment, Person any claim the Guarantor has or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay may have against the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyBorrower.

Subordination. If, ii for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid paid; provided, however, that notwithstanding the foregoing, so long as no Default has occurred and performed; is continuing, Guarantor is not prohibited from receiving (i) such reasonable management fees or reasonable salary from Borrower as Administrative Agent may find acceptable from time to time, and (ii) distributions from Borrower or the constituent members of Borrower on account of Guarantor’s equity interest in any of the foregoing; (c) Guarantor hereby assigns and grants to Lender Administrative Agent, for the ratable benefit of Lenders, a security interest in all such indebtedness and security therefortherefore, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings proceeding & involving the Other Borrower as debtor, Lender Administrative Agent and Lenders shall have each the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of a Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefortherefore, until the Guaranteed Obligations have been fully and finally paid and performed. paid, If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, . Guarantor shall immediately pay the same to Lender immediatelyAdministrative Agent for the benefit of Lenders, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent and Lenders and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Administrative Agent for the benefit of Lenders; (d) Guarantor shall promptly upon request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may require to evidence and perfect its interest the interest, and to permit or facilitate exercise of its rights the rights, of Administrative Agent and Lenders under this Section 4, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender Administrative Agent or Lenders of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. , All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding proceedings so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other any Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other such Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other such Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from such Borrower as Lender may find acceptable from time to time in its sole and absolute discretion, and (ii) distributions from such Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to such Borrower’s income from the Property of such Borrower; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other such Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other such Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other such Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 46, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon written request of Lender from time to time execute such documents and perform such acts as Lender may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 46, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other such Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other such Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. IfAny and all rights of Guarantor under any and all debts, for any reason whatsoever, the Other liabilities and obligations owing from Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness , including any security for and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, guaranties of any such indebtedness obligations, whether now existing or hereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Other Indebtedness. No payment in respect of any such subordinated obligations shall at any time be made to or accepted by Guarantor if at the time of such payment any Indebtedness is outstanding. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to Guarantor until pay to Silicon the Guaranteed Obligations have been fully entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and finally paid and performed; insofar as may be necessary for that purpose, Guarantor hereby assigns and grants transfers to Lender a security interest in Silicon all such indebtedness rights to any and security thereforall debts, if any, of the Other liabilities and obligations owing from Borrower to Guarantor Guarantor, including any security for and guaranties of any such obligations, whether now existing or hereafter arising, including without limitation any payments, dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and payments pursuant held as trustee for the benefit of Silicon and shall forthwith be paid over to debtor relief Silicon to be applied to the Indebtedness in such order and sequence as Silicon shall in its sole discretion determine, without limiting or insolvency proceedings referred to belowaffecting any other right or remedy which Silicon may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the Guarantor Silcon Valley Bank Cross-Corporate Continuing Guaranty _________________________________________________________________________ hereby expressly waives any right to prove its claim in set-off or assert any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantycounterclaim against Borrower.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: Principal of Borrower: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor ; (b) Principal of Borrower shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor Principal of Borrower until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor ; (c) Principal of Borrower hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor Principal of Borrower now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor Principal of Borrower now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor Principal of Borrower should receive any payment, claim or distribution that is prohibited as provided above in this Section 45, Guarantor Principal of Borrower shall pay the same to Lender immediately, Guarantor Principal of Borrower hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor and (d) Principal of Borrower shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 45, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to GuarantorPrincipal of Borrower. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by GuarantorPrincipal of Borrower, of obligations of the Other Borrower to Guarantor Principal of Borrower shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default a default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section SECTION 4, Guarantor shall pay the same to Lender immediately, . Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section SECTION 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. IfBuyer and Seller agree for the benefit of Deutsche Financial Services Corporation ("DFS") that if Buyer is obligated to make payment to Seller under Section "5(d)" because the Contingent Payments (excluding the Advance Payment) have not exceeded One Hundred Fifty Thousand Dollars ($150,000.00), such payment (the "Subordinated Obligation") shall be subordinate to the payment of any and all indebtedness, direct or contingent, for any reason whatsoever, the Other Borrower is which Buyer may now or hereafter becomes indebted be under obligation to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect pay to property DFS (the "Senior Debt"). So long as no event of the Other Borrower securing same shall, at all times, be subordinate in all respects default under any agreement related to the Guaranteed Obligations and to all liensSenior Debt (the "Senior Debt Documents"), security interests and rights now as such event of default is defined in any Senior Debt Document (an "Event of Default"), or hereafter existing to secure the Guaranteed Obligations; Guarantor occurrence of any event, condition or act which with notice or lapse of time or both would constitute an Event of Default, Seller shall not be entitled to enforce receive payment pursuant to the Subordinated Obligation. In the event, however, that an Event of Default occurs and is continuing, and provided that DFS has provided notice of such Event of Default to Seller, Seller shall have no right to receive payment pursuant to the Subordinated Obligation. DFS and Seller acknowledge that in the event that any payment pursuant to the Subordinated Obligation is prohibited hereunder, such payment shall be deemed to be deferred until the cure of such Event of Default and shall accrue interest at the rate of ten percent (10%) per annum from the date due until the date paid, and upon the cure of such Event of Default, payment pursuant to the Subordinated Obligation so deferred (plus accrued interest) shall immediately become due and payable. Seller shall not ask, demand, sue ▇▇▇, collect, take or receive paymentfrom Buyer the whole or any part of payment pursuant to the Subordinated Obligation without the prior written consent of DFS. In the event that Seller receives, directly or indirectly, of any such indebtedness sum on account of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all Subordinated Obligation from Buyer, such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender payment shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution be held by Seller in trust for Lender DFS and shall have absolutely no dominion over be promptly paid to DFS to be applied for the same except to pay it immediately to Lender; and Guarantor shall promptly upon request account of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this GuarantyBuyer.

Subordination. If2.1 Guarantor subordinates to the Obligations (a) all present and future indebtedness, for excluding any reason whatsoeverindebtedness expressly not required to be subordinated to the Obligations pursuant to paragraph 6.12 of the Loan Agreement, the Other of Borrower is now to Guarantor (including, without limitation, any indebtedness arising from any right of subrogation, indemnification, reimbursement or hereafter becomes indebted to Guarantor: such indebtedness contribution) ("Subordinated Indebtedness") and all interest thereon and (b) all liens, security interests interests, claims and rights right of any kind that Guarantor may now have or hereafter existing with respect to acquire against Borrower and/or the property of the Other Borrower securing same shall("Borrower's Property") which secure, at all times, be subordinate in all respects result from or otherwise pertain to the Guaranteed Obligations and to Subordinated Indebtedness. Guarantor agrees that all liens, security interests interests, claims and rights of any kind that Guarantor may now have or hereafter acquire against Borrower and Borrower's Property which secure, result from or otherwise pertain to the Subordinated Indebtedness shall be subordinate, inferior and subject to the liens, security interests, claims and rights of Lender against Borrower and/or Borrower's Property under the terms of any of the Documents or at law, whether direct or contingent or whether now or hereafter existing to secure created, including but not limited to, any renewals, extensions or modifications thereof. Guarantor agrees that it may accept payments on the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security thereforSubordinated Indebtedness, if anyand only -- ---- if, at the time of the Other Borrower to Guarantor now existing or hereafter arisingmaking such payment and immediately upon giving effect -- thereto, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not neither an Event of Default shall have occurred nor an Incipient Default (as defined in the Documents) exists, and the payments are expressly permitted to be made under the terms of the Documents. Guarantor will not demand or accept any payment(s) on the Subordinated Indebtedness from Borrower when there exists an Event of Default or an Incipient Default, even if no written notice of such an event has been provided, or under any other circumstances in which such payments are expressly prohibited under the terms of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Agreement. Any payment received by Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor under such circumstances shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution be deemed received in trust for Lender and shall have absolutely no dominion over the same except to pay it be immediately remitted to Lender; and . 2.2 Guarantor shall promptly upon request will not take any action which will either (a) force the sale of Borrower's Property in order to satisfy the Subordinated Indebtedness or (b) affect in any manner any or all of Lender's liens, security interests, claims or rights of any kind that Lender may now have or hereafter acquire against Borrower and/or Borrower's Property. Guarantor will refrain from taking any action which is in any way inconsistent with or in derogation of this subordination or of the rights of Lender from time hereunder and covenants to time execute such documents and perform such further acts as Lender may require necessary or appropriate to evidence and perfect its interest and giving effect to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness subordination. Without limiting the generality of the Other Borrower to Guarantor. All promissory notesforegoing, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations Guarantor will not assign any portion of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is Subordinated Indebtedness, except expressly subject to the terms of this Guaranty; and Guarantor shall cause all evidence of the Subordinated Indebtedness to set forth the provisions hereof and shall cause any instrument representing the Subordinated Indebtedness to be endorsed with the following legend: "The indebtedness evidenced by this instrument is subordinated, pursuant to a Guaranty and Subordination ("Guaranty") dated as of ________________, ____, by Vistana, Inc. in favor of FINOVA Capital Corporation, to the prior payment in full of the Obligations (as defined in the Guaranty)."

Subordination. IfAny and all rights of Guarantor under any and all debts, liabilities and obligations owing from Borrower to Guarantor, including any security for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, guaranties of any such indebtedness obligations, whether now existing or hereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Other Indebtedness. No payment in respect of any such subordinated obligations shall at any time be made to or accepted by Guarantor if at the time of such payment any Indebtedness is outstanding. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to Guarantor until pay to PFG the Guaranteed Obligations have been fully entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and finally paid and performed; insofar as may be necessary for that purpose, Guarantor hereby assigns and grants transfers to Lender a security interest in PFG all such indebtedness rights to any and security thereforall debts, if any, of the Other liabilities and obligations owing from Borrower to Guarantor Guarantor, including any security for and guaranties of any such obligations, whether now existing or hereafter arising, including without limitation any payments, dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and payments pursuant held as trustee for the benefit of PFG and shall forthwith be paid over to debtor relief PFG to be applied to the Indebtedness in such order and sequence as PFG shall in its sole discretion determine, without limiting or insolvency proceedings referred to belowaffecting any other right or remedy which PFG may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the Guarantor hereby expressly waives any right to prove its claim in set-off or assert any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantycounterclaim against Borrower.

Subordination. IfExcept as otherwise expressly specified in the Loan Agreement and other Loan Documents, any and all rights of Guarantor under any and all debts, liabilities and obligations owing from Borrower to Guarantor, including any security for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, guaranties of any such indebtedness obligations, whether now existing or hereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Other Indebtedness. (other than reimbursement for ordinary course of business expenses paid on behalf of Borrower and in such case, only when no Default or Event of Default has occurred and is continuing under the Loan Agreement). No payment in respect of any such subordinated obligations shall at any time be made to or accepted by Guarantor until if at the Guaranteed Obligations have been fully time of such payment any Indebtedness is outstanding. If any Event of Default has occurred, Borrower and finally paid any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower’s property are hereby authorized and performeddirected to pay to PFG the entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and insofar as may be necessary for that purpose, Guarantor hereby assigns and grants transfers to Lender a security interest in PFG all such indebtedness rights to any and security thereforall debts, if any, of the Other liabilities and obligations owing from Borrower to Guarantor Guarantor, including any security for and guaranties of any such obligations, whether now existing or hereafter arising, including without limitation any payments, dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and payments pursuant held as trustee for the benefit of PFG and shall forthwith be paid over to debtor relief PFG to be applied to the Indebtedness in such order and sequence as PFG shall in its sole discretion determine, without limiting or insolvency proceedings referred to belowaffecting any other right or remedy which PFG may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the Guarantor hereby expressly waives any right to prove its claim in set-off or assert any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or counterclaim against Borrower (other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documentsthan inchoate indemnity obligations), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other any Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other such Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other such Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from such Borrower as Administrative Agent may find acceptable from time to time in its sole and absolute discretion, and (ii) distributions from such Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to such Borrower’s income from the Property of such Borrower; (c) Guarantor hereby assigns and grants to Lender Administrative Agent a security interest in all such indebtedness and security therefor, if any, of the Other such Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other such Borrower as debtor, Lender Administrative Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a Default or an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other such Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 46, Guarantor shall pay the same to Lender Administrative Agent immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender Administrative Agent and shall have absolutely no dominion over the same except to pay it immediately to LenderAdministrative Agent; and and (d) Guarantor shall promptly upon written request of Lender Administrative Agent from time to time execute such documents and perform such acts as Lender Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 46, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender Administrative Agent of any promissory notes or other instruments evidencing indebtedness of the Other such Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other such Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. IfIn the event that any Guarantor shall advance any sums to the Borrowers, for any reason whatsoever, or in the Other Borrower is now event the Borrowers has heretofore or shall hereafter becomes become indebted to Guarantor: any Guarantor before the Obligations have been paid in full and this Agreement is terminated, all such advances and indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, shall be subordinate in all respects to the Guaranteed Obligations (the foregoing herein called the "Guarantor Subordinated Debt"). Any payment to any Guarantors on account of the Guarantor Subordinated Debt shall be collected and received by the Guarantors in trust for the Lenders and shall be paid over to all liensthe Administrative Agent on account of the Obligations without impairing or releasing the obligations of the Guarantors hereunder. Without limitation of the forgoing, security interests and rights now or hereafter existing to secure without the Guaranteed Obligations; Guarantor prior written consent of the Required Lenders, the Guarantors shall not be entitled to ask, demand, receive, accept, ▇▇▇ for, set off, collect or enforce the Guarantor Subordinated Debt or receive payment, directly or indirectly, of any such indebtedness collateral and security therefor until all of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully paid in full and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowthis Agreement is terminated. In the event of any sale, receivership, bankruptcyinsolvency or bankruptcy proceeding, reorganizationor assignment for the benefit of creditors, arrangement or any proceeding by or against the Borrowers for any relief under any bankruptcy or insolvency law or other debtor laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or insolvency proceedings involving the Other Borrower as debtorextensions, Lender shall have the right to prove its claim then and in any such proceeding so event any payment or distribution of any kind or character, either in cash ,securities or other property, which shall be payable or deliverable upon, or with respect to, all or any part of the Guarantor Subordinated Debt or otherwise shall be paid or delivered directly to the Administrative Agent for application to the obligations and liabilities of the Guarantors under this Agreement (whether due or not due and in such order and manner as to establish the Administrative Agent may determine in the exercise of its rights sole discretion) until the obligations of the Guarantors hereunder and shall have been fully paid and satisfied. The Guarantors hereby irrevocably authorize and empower the right Administrative Agent to demand, ▇▇▇ for, collect and receive directly from every such payment or distribution on account of the receiverGuarantor Subordinated Debt and give acquittance therefor and to file claims and take such other proceedings in the Administrative Agent's own name or in the name of the Guarantors or otherwise, trustee as the Administrative Agent may deem necessary or advisable to carry out the provisions of this Agreement. The Guarantors hereby agree to execute and deliver to the Administrative Agent such powers of attorney, assignments, endorsements or other custodian (whether instruments as may be requested by the Administrative Agent in order to enable the Administrative Agent to enforce any and all claims upon, or not an Event of Default shall have occurred under any of with respect to, the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arisingSubordinated Debt, and to have collect and receive any and all benefits payments or distributions which may be payable or deliverable at any time upon or with respect thereto. So as to secure the performance by the Guarantors 100 of the provisions hereof, each Guarantor assigns, pledges and grants to the Administrative Agent a security interest in, and lien on, the Guarantor Subordinated Debt, all proceeds thereof and all any security and collateral therefor, until . Upon the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time the Administrative Agent, the Guarantors shall endorse, assign and deliver to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory Administrative Agent all notes, accounts receivable ledgers instruments and agreements evidencing, securing, guarantying or other evidences, now or hereafter held by Guarantor, of obligations of made in connection with the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.Subordinated Debt. 101

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness All debt and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property other liabilities of the Other Borrower securing same shall, at all times, be to any Guarantor ("Borrower Debt") are expressly subordinate in all respects and junior to the Guaranteed Obligations and any instruments evidencing the Borrower Debt to all liensthe extent provided below. (i) Until the Release Date, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; each Guarantor shall agrees that it will not be entitled to enforce request, demand, accept, or receive (by set-off or other manner) any payment amount, credit or reduction of all or any part of the amounts owing under the Borrower Debt or any security therefor, except as specifically allowed pursuant to clause (ii) below; (ii) Notwithstanding the provisions of clause (i) above, the Borrower may pay to the Guarantors and the Guarantors may receive and retain from the Borrower regularly scheduled payments due and owing under the terms of the Borrower Debt, provided that the Borrower's right to pay and the Guarantors' right to receive any such regularly scheduled amount shall automatically and be immediately suspended and cease (A) upon the occurrence of a Default (as defined in the Loan Documents) or (B) if, after taking into account the effect of such payment, directly or indirectly, of a Default would occur and be continuing. The Guarantors' right to receive amounts under this clause (ii) (including any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations amounts which theretofore may have been fully and finally paid and performed; Guarantor hereby assigns and grants suspended) shall automatically be reinstated in such time as the Default which was the basis of such suspension has been cured to Lender a security interest in all the Lenders' satisfaction (provided that no subsequent Default has occurred) or such indebtedness and security thereforearlier date, if any, and the Administrative Agent gives notice to the Guarantors of reinstatement by the Determining Lenders, in the Determining Lenders' sole discretion; (iii) If any Guarantor receives any payment on the Borrower Debt in violation of this Guaranty, such Guarantor will hold such payment in trust for the Lenders and will immediately deliver such payment to the Administrative Agent; (iv) Until the Release Date, no Guarantor will demand or accelerate the maturity of all or any part of the Other Borrower Debt, nor collect or enforce, or attempt to collect or enforce, from the Borrower all or any part of the Borrower Debt, whether through the commencement or joinder of a suit, action or proceeding of any type (judicial or otherwise) or proceeding under any Debtor Relief Laws (the "Insolvency Proceeding"), the enforcement of any rights against any property of the Borrower, or otherwise, except where any Guaranteed Party shall request such Guarantor now existing to file a claim in connection with any such proceeding and except as set forth in clause (v) below; and (v) In the event of any Insolvency Proceeding, the Guaranteed Obligations shall first be paid, discharged and performed in full before any payment or hereafter arising, including performance is made upon the Borrower Debt notwithstanding any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowother provisions which may be made in such Insolvency Proceeding. In the event of receivershipany Insolvency Proceeding, bankruptcyeach Guarantor will at any time prior to the Release Date (A) file, reorganizationat the request of any Guaranteed Party, arrangement any claim, proof of claim or similar instrument necessary to enforce the Borrower's obligation to pay the Borrower Debt, and (B) hold in trust for and pay to the Guaranteed Parties any and all monies, obligations, property, stock dividends or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim assets received in any such proceeding so as on account of the Borrower Debt in order that the Guaranteed Parties may apply such monies or the cash proceeds of such other assets to establish its rights hereunder the Obligations. In the event that any Guarantor fails to take such action upon any Guaranteed Party's request, such Guaranteed Party shall be deemed to have been appointed the attorney-in-fact for such Guarantor with respect to the Borrower Debt, and shall have the right to such Guaranteed Party may in that capacity (i) demand, ▇▇▇ for, collect and receive directly from the receiverany and all such monies, trustee dividends or other custodian assets, (whether ii) file any claim, proof of claim or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arisingsimilar instrument, and to have all benefits (iii) institute such other proceedings which such Guaranteed Party, may deem reasonably necessary for the collection of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request enforcement of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty. Upon request of any Guaranteed Party, each Guarantor will execute and deliver to such Guaranteed Party such other and further powers of attorney or other instruments as such Guaranteed Party may reasonably request to effect the purposes of this Guaranty. If in any proceeding to enforce the payment of the Guaranteed Obligations it becomes necessary that any Guarantor itself prove such claims, such Guarantor shall do so upon reasonable request by such Guaranteed Party. In proving these claims, however, such Guarantor shall act as the collection agent of such Guaranteed Party and shall promptly pay any funds so received to such Guaranteed Party.