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. 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. 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, (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 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. 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(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 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. 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 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, 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, 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 xxxx 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. 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, 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 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. 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 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. 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. 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, xxx 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 timesxxx 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(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 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. 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, 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: : (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. 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, xxx for or seek to enforce against the Borrower or any other person or entity, by setoff or otherwise, all or any portion of the Junior Debt. 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, 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. 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. 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: 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. IfAll claims of the Holder to principal, for interest and any reason whatsoeverother amounts at any time owed under this Note (collectively, “Junior Indebtedness”) are hereby expressly subordinated in right of payment, as herein set forth, to the prior payment in full of all Senior Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Company, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or otherwise) to collect the Junior Indebtedness), if, at the time of such payment, exercise or immediately after giving effect thereto, (i) there shall exist any “Default” or “Event of Default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any of the Senior Indebtedness has been accelerated and such acceleration has not been waived or such Senior Indebtedness has not been paid in full; provided, however, that (x) in the event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Holder may accelerate the indebtedness evidenced by this Note, and (y) if the Company is permitted under the terms of the Senior Indebtedness to pay an amount due and owing under this Note and fails to make such payment, then so long as the terms of the Senior Indebtedness do not prohibit such action, the Other Borrower is now or hereafter becomes indebted Holder may exercise its rights to Guarantor: be paid such indebtedness amount, but only such amount (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 Holder shall not be permitted to accelerate hereunder). Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to enforce rely on the subordination provisions set forth in this Note. Upon the request of the Company or receive paymentany holder of Senior Indebtedness, directly or indirectlythe Holder shall confirm (in writing) the above subordination provisions and shall execute and deliver such additional subordination agreements as any holder of Senior Indebtedness may require. For purposes hereof, of any such “Senior Indebtedness” means, all indebtedness of the Other Borrower to Guarantor until Company, whether outstanding on 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, date of the Other Borrower to Guarantor now existing execution of this Note or hereafter arisingthereafter created, 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.following lenders to the Company: SILAC Insurance Company, Leonite Capital LLC, Leonite Fund I, LP and Mast Hill Fund, L.P.

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: 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. 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. 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, xxx 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, xxx 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. 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, 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 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. 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 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. 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. 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. 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(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, 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 Bxxxxxxx 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 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 Originator shall have the right to prove its claim in receive, and SPV shall make, any and all payments and prepayments relating to the loans made under this Subordinated Note, provided that, after giving effect to any such proceeding so payment or prepayment, the SPV’s Net Worth would be less than the Required Capital Amount. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of SPV owing to the Administrator, the LC Bank or Market Street under that certain Amended and Restated Receivables Purchase Agreement dated as of October 6, 2009 (as amended, restated, supplemented or otherwise modified from time to establish time, the “Purchase Agreement”) by and among SPV, Arch Chemicals, Inc., as initial Servicer, Market Street Funding LLC, PNC Bank, National Association as LC Bank (the “LC Bank”) and PNC Bank, National Association, as agent and administrator for Market Street and its rights hereunder liquidity providers and shall have the right to receive directly from LC Bank (in such capacity, the receiver“Administrator”). The subordination provisions contained herein are for the direct benefit of, trustee or other custodian (whether or not an Event of Default shall have occurred under and may be enforced by, the Administrator, Market Street, the LC Bank and/or any of their respective assignees (collectively, the Loan Documents)“Senior Claimants”) under the Purchase Agreement. Until the date on which the “Aggregate Invested Amount” outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, dividends collectively, the “Senior Claim”) have been indefeasibly paid and payments that are payable upon satisfied in full, Originator shall not institute against SPV any obligation proceeding of the Other Borrower to Guarantor now existing or hereafter arising, type described in Section 5.1(d) of the Sale Agreement unless and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performedCollection Date has occurred. If, notwithstanding the foregoing provisions, Guarantor should receive Should any payment, claim distribution or distribution that is prohibited as provided above security or proceeds thereof be received by Originator in violation of this Section 4, Guarantor Originator agrees that such payment shall pay the same to Lender immediatelybe segregated, Guarantor hereby agreeing that it shall receive the payment, claim or distribution received and held in trust for Lender the benefit of, and deemed to be the property of, and shall have absolutely no dominion be immediately paid over and delivered to 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 Administrator for the benefit 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 GuarantySenior Claimants.

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. 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. 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 Secured 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 Secured 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 Secured 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 Secured 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 Secured 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 receiverSecured Obligations, 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 Secured 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 Secured 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. If, for any reason whatsoever, Each Co-Borrower hereby agrees that the Other Borrower is now or hereafter becomes indebted Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment 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 in cash 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 . The 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 pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Subordination Party (hereafter defined) or received, accepted, retained or applied by either Co-Borrower unless and until the Obligations have been fully paid in cash; except that when no Event of Default exists, a Co-Borrower shall have the right to receive paymentpayments on the Subordinated Indebtedness made in the ordinary course of business. When an Event of Default exists, no payments of principal or interest may be made or given, directly or indirectly, by or on behalf of any such indebtedness of the Other Subordination Party or received, accepted, retained or applied by any Co-Borrower to Guarantor unless and until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants in cash. If any sums shall be paid to Lender a security interest in all such indebtedness and security therefor, if any, Co-Borrower by any Subordination Party or any other Person on account of the Other Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Co-Borrower for the benefit of Administrative Agent and the Banks and shall forthwith be paid to Guarantor Administrative Agent without affecting the liability of either Co-Borrower under this Agreement and may be applied by Administrative Agent against the Obligations in accordance with this Agreement. For purposes of this Agreement and with respect to a Co-Borrower, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of the other Co-Borrower (herein a “Subordination Party”) to such Co-Borrower, whether such indebtedness, liabilities, and obligations now existing exist or are hereafter arisingincurred 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 such Co-Borrower. Each Co-Borrower agrees that any and all Liens (including any judgment liens), upon any Subordination Party’s assets securing payment of any Subordinated Indebtedness shall be and remain inferior and subordinate to any and all Liens upon any Subordination Party’s assets securing payment of the Obligations or any part thereof, regardless of whether such Liens in favor of a Co-Borrower, Administrative Agent or any Bank presently exist or are hereafter created or attached. Without the prior written consent of Administrative Agent, no Co-Borrower shall (i) file suit against any Subordination Party or exercise or enforce any other creditor’s right it may have against any Subordination Party, or (ii) 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 dividends and payments pursuant to debtor liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceedings referred proceeding) to belowenforce any obligations of any Subordination Party to such Co-Borrower or any Liens held by such Co‑Borrower on assets of any FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 51 ACTIVE 221393034 Subordination Party. 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 any Subordination Party as debtor, Lender Administrative 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 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), 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, Subordinated Indebtedness until the Guaranteed Obligations have been fully and finally paid and performedin full in cash. IfAdministrative Agent may apply any such dividends, 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 agreementsdistributions, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of payments 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 Obligations in accordance with this GuarantyAgreement.

Subordination. If1.1 Subordinator subordinates to the Obligations (a) all present and future indebtedness, for excluding any reason whatsoeverindebtedness not expressly required to be subordinated to the Obligations pursuant to paragraph 6.12 of the Loan Agreement, the Other of Borrower is now to Subordinator (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 Subordinator 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. Subordinator agrees that all liens, security interests interests, claims and rights of any kind that Subordinator 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. Subordinator 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. Subordinator 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 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 performedAgreement. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor Any payment received by Subordinator 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 Guarantor shall promptly upon request . 1.2 Subordinator 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. Subordinator 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 Subordinator 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 GuarantyAgreement; and Subordinator 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 Subordination ("Agreement") 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 Agreement)."

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, xxx 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, xxx 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. If8.1 Until all Secured Obligations (exclusive of indemnities in respect of which no claims have been, for any reason whatsoeveror to the knowledge of the Security Trustee will be, asserted) have been paid in full, the Other Borrower is Subordinated Lender hereby agrees with each of the Lenders, the Agent and the Security Trustee that the rights and remedies of the Subordinated Lender in respect of any of the Subordinated Liabilities shall, except as provided in Clauses 8.2 and 8.4, be subject and subordinate as provided in this Clause 8 to all rights and claims, now or hereafter becomes indebted existing, which the Agent, the Security Trustee or any Lender may have pursuant to Guarantor: such indebtedness or in connection with any Transaction Document. 8.2 Whilst and all interest thereon so long as no Third Trigger Event or Termination Event has occurred and all liensis continuing and no Acceleration Event has occurred, security interests and rights now or hereafter existing with respect to property of no Relevant Event would result therefrom, 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 Lender 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 to make demand on the Borrower or any other Obligor (other than the Guarantor) in respect of, and perform such acts as Lender may require receive (free from the Lien of any Aircraft Security Document) from the Borrower or any other Obligor (other than the Guarantor), amounts up to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, (but not limited toexceeding) such amounts (comprising all or any part of the Subordinated Liabilities) as are actually received or otherwise held by or for the credit of such Obligor. 8.3 The Subordinated Lender shall not file or join in any petition to commence any insolvency or bankruptcy proceedings against any Obligor (other than the Guarantor) until all amounts owing by the Borrower to the Lenders, execution the Agent and delivery the Security Trustee under or in connection with the Transaction Documents have been satisfied in full. 8.4 Whilst and so long as no Third Trigger Event or Termination Event has occurred and is continuing or no Acceleration Event has occurred, the rights of financing statements, proofs of claim, further assignments and security agreements, and delivery the Subordinated Lender to Lender the payment of any promissory notes or other instruments evidencing indebtedness amount of the Other Borrower Subordinated Liabilities shall rank pari passu to Guarantor. All promissory notes, accounts receivable ledgers or other evidencesall rights and claims, now or hereafter held by Guarantorexisting, which the Agent, the Security Trustee or any Lender may have pursuant to or in connection with any Transaction Document and there are no restrictions whatsoever on the payment (free from the Lien of obligations any Aircraft Security Document) or other actions in respect of any Subordinated Liabilities save as otherwise set out in Clauses 5 (Guarantee and Indemnity), 9.2 (Second Trigger Event), 9.3 (Third Trigger Event) and 10 (Termination Event) PROVIDED THAT:- (a) the Subordinated Lender shall not at any time assign or transfer to any person the whole or any part of the Other Subordinated Liabilities without the prior written consent of the Security Trustee acting upon the instructions of the Majority Lenders, other than to an AIG Group Company that agrees to be bound by the provisions of this Clause 8 by executing an Accession Deed on terms acceptable to the Security Trustee and simultaneously provides a legal opinion addressed to the Security Trustee (such opinion to be satisfactory to the Security Trustee, acting reasonably) as to the binding nature of such Accession Deed on the acceding party, which transfers shall not require such consent, or (b) obtain or otherwise have the benefit of any Lien for or in respect of the Subordinated Liabilities other than on the terms reasonably specified by the Agent. 8.5 The Subordinated Lender hereby agrees with the Lenders, the Agent and the Security Trustee that upon and following the occurrence of a Third Trigger Event or Termination Event and for so long as either continues or upon the occurrence of an Acceleration Event and until all amounts owing to the Lenders, the Agent and the Security Trustee under or in connection with the Transaction Documents have been satisfied in full the Subordinated Lender shall not: (a) sue xxxn or collect or receive payment of any moneys (whether principal, interest or otherwise) now or hereafter comprising all or any part of the Subordinated Liabilities; (b) assign or transfer to any person the whole or any part of the Subordinated Liabilities, other than to an AIG Group Company that agrees to be bound by the provisions of this Clause 8, which transfers shall not require such consent; (c) obtain or otherwise have the benefit of any Lien for or in respect of any of the Subordinated Liabilities; (d) exercise or assert any right of set-off or counterclaim against any Obligor (other than the Guarantor) in respect of all or any part of the Subordinated Liabilities; (e) take any other action whereby the subordination of the Subordinated Liabilities or any part thereof to the rights and claims of the Lenders, the Agent and the Security Trustee pursuant to and in connection with any Transaction Document might be terminated, impaired or adversely affected; (f) make any demand in respect of or attempt to obtain repayment of any of the Subordinated Liabilities. 8.6 In any bankruptcy or insolvency proceeding of any Obligor (other than the Guarantor) any amount payable to the Subordinated Lender in respect of any amount of the Subordinated Liabilities shall be subordinated to the claims of the Lenders, the Agent and the Security Trustee against any Obligor (other than the Guarantor) until such claims have been satisfied in full in cash and the Subordinated Lender shall promptly pay to the Security Trustee (on behalf of the Lenders) any amount received by it on account of any of the Subordinated Liabilities in breach of this Clause 8.6. 8.7 This Agreement, inter alia, is a continuing agreement of subordination and shall apply notwithstanding any intermediate payment in whole or in part of all amounts owing to the Lenders, the Agent and the Security Trustee under or in connection with the Transaction Documents. The Subordinated Lender shall not by virtue of any payment or distribution or other benefit in respect of the Subordinated Liabilities and received by any Lender, the Agent or the Security Trustee be entitled to exercise any right of subrogation until all amounts owing by the Borrower to Guarantor the Lenders, the Agent and the Security Trustee under or in connection with the Transaction Documents have been satisfied in full. 8.8 The Subordinated Lender undertakes that upon and following the occurrence of a Third Trigger Event or Termination Event and for so long as either continues or upon an Acceleration Event it shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject promptly pay over to the terms Security Trustee an amount equal to any sums it receives thereafter from any Obligor (other than the Guarantor) in contravention of this GuarantyClause 8. 8.9 The Subordinated Lender acknowledges that upon and at any time after the occurrence of an Acceleration Event, any Proceeds shall be applied in accordance with Clause 12.7 (Application of Proceeds following an Acceleration Event). 8.10 None of the Obligors (other than the Guarantor) shall, without the prior written consent of the Security Trustee acting on the Instructions of the Majority Lenders: (a) secure all or any part of the Subordinated Liabilities; (b) redeem, purchase or otherwise acquire any of the Subordinated Liabilities other than to the extent permitted by Clause 8.2 or 8.4; (c) repay any of the Subordinated Liabilities otherwise than in accordance with this Agreement; or (d) take any action whereby the subordination of the Subordinated Liabilities or any part thereof to the rights and claims of the Lenders and the Representatives pursuant to and in connection with any Transaction Document might be terminated, impaired or adversely affected.

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, xxx 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.

Subordination. If, for any reason whatsoever, the Other 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 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 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 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 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 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. If(i) The Guarantor agrees that any and all claims of the Guarantor against Seller, for any reason whatsoeverendorser and any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties (collectively, the Other Borrower is “Subordinated Indebtedness”), shall be subordinate and subject in right of payment to the prior payment, in full and in cash (or as otherwise agreed by the Agent), of all Guaranteed Obligations; provided, however, that prior to the occurrence of any Event of Default, the Guarantor shall have the right to ask, demand, xxx for, take or receive any payment or distribution in respect of the Subordinated Indebtedness from Seller. Notwithstanding any right of the Guarantor to ask, demand, xxx for, take or receive any payment in respect of the Subordinated Indebtedness from Seller, all rights, liens and security interests of the Guarantor, whether now or hereafter becomes indebted arising and howsoever existing, in any asset of a Seller (whether constituting part of the security or collateral given to Guarantor: the Agent to secure payment of all or any part of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of each Buyer, the Lenders and the Agent in such indebtedness 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 Seller or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all interest thereon financing arrangements between each Buyer, the Agent and the Lenders have been terminated. (b) If all liensor any part of the assets of Seller, security interests or the proceeds thereof, are subject to any distribution, division or application to the creditors of the applicable Seller, whether partial or complete, voluntary or involuntary, and 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 Seller is dissolved or if substantially all of the assets of Seller are sold, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to property any of the Other Borrower securing 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, xxx for, collect and receive every payment or distribution thereon and give acquittance therefor and to make and present for and on behalf of the Guarantor such proofs of claim and take such other action, in the Agent’s own name or in the name of the Guarantor or otherwise, as the Agent may deem necessary or advisable for the enforcement of this Guaranty. The Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same shallmay be paid or issued and apply the same on account of any unpaid Guaranteed Obligation. (d) Should any payment, at distribution, security or instrument or proceeds of any of the foregoing be received by the Guarantor upon or with respect to the Subordinated Indebtedness following the occurrence of an Event of Default and prior to the satisfaction of all times, be subordinate in all respects to of the Guaranteed Obligations and the termination of all financing arrangements between each Buyer and the Lenders, the Guarantor shall (to all liensthe extent of unpaid Guaranteed Obligations) receive and hold the same in trust, security interests as trustee, for the benefit of the Agent and rights now shall forthwith deliver the same to the Agent, in precisely the form received (except for the endorsement or hereafter existing assignment of the Guarantor where necessary), for application to secure any of the Guaranteed Obligations; , due or not due, and, until so delivered, the same shall be held in trust by the Guarantor shall not be entitled as the property of the Agent. If the Guarantor fails to enforce or receive payment, directly or indirectly, of make any such indebtedness endorsement or assignment to the Agent, the Agent or any of its officers or employees are hereby irrevocably authorized to make the Other Borrower to same. (iii) The Guarantor agrees that until the Guaranteed Obligations have been fully paid in full (either in cash or by way of setoff under Section 6) and finally paid satisfied (except for contingent indemnification obligations) and performed; all financing arrangements between each Buyer and the Lenders have been terminated, the Guarantor hereby assigns and grants will not assign or transfer to Lender a security interest in all such indebtedness and security thereforany other party any claim the Guarantor has or may have against Seller, if any, without the prior written consent 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 GuarantyAgent.

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 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 Obligations; , regardless of whether such Liens or other rights in favor of Guarantor or Lender 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 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 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 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 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 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 immediately, Guarantor hereby agreeing that it shall receive and hold the funds, payment, claim or distribution in trust for the benefit of Lender and shall have absolutely no dominion over right, either legal or equitable, to the same except to pay it immediately to LenderLender to be credited and applied to the Obligations, whether matured or unmatured; and and (f) 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 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 of any promissory notes or other instruments evidencing indebtedness of the Other Borrower Obligor to Guarantor. All At Lender’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: , then until the Guaranteed Recourse Obligations of Borrower have been fully paid and performed: (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 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 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. IfEach Borrower hereby covenants and agrees that the payment of the principal of and interest on, for and any reason whatsoeverLien for, all indebtedness, intercompany charges and other sums owing and claims of any nature whatsoever owed (other than payments or remittances of employee withholding, wages, pension payments, tax payments, and trust funds between Borrowers) to such Borrower by any other Borrower or any Guarantor (together, the Other Borrower is “Intercompany Obligations”) are hereby expressly made subordinate to: (a) all Obligations now or hereafter becomes indebted to Guarantor: such indebtedness and all incurred by any Borrower under this Agreement or any of the Other Documents, (b) interest thereon (including any such interest accruing subsequent to the filing of any proceeding brought under the Bankruptcy Code, whether or not such interest is allowed as a claim pursuant to the provisions of the Bankruptcy Code), and (c) all liensfees, security interests expenses, indemnities and rights other amounts now or hereafter existing payable pursuant to or in connection with respect this Agreement and all Other Documents (collectively the “Senior Obligations”), and any Lien on any property or asset securing the Senior Obligations. Unless Lender provides its prior written consent, no payment or prepayment of any Intercompany Obligations (whether of principal, interest or otherwise) shall be made at any time prior to property the payment in full, in cash, of the Other Senior Obligations, provided that the Borrowers may make payments or prepayments of Intercompany Obligations owed to other Borrowers if at the time of, and immediately after giving effect to, any such payment or prepayment, no Event of Default exists and is continuing. If any default occurs under the Intercompany Obligations, no Borrower securing same shallwill demand, at all timesaccelerate, be subordinate in all respects to the Guaranteed Obligations and to all liensdeclare a default under, security interests and rights now sue for, set off, accept, take or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive paymentreceive, directly or indirectly, in cash or other property or in any other manner, any payment of all or any such indebtedness part of the Other Intercompany Obligations without Lxxxxx’s prior written consent. No 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 thereforwill sell, if anyassign, pledge, encumber or otherwise dispose 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)Intercompany Obligations owed to it. At the request of Lxxxxx, dividends and payments that are payable upon any obligation each of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Intercompany 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, be evidenced by a promissory note (including, but not limited toif applicable, execution any master intercompany note executed by Borrowers) on terms and delivery conditions (including terms subordinating payment 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 by such note to the terms prior payment in full of this Guarantyall Obligations) acceptable to Lender in its reasonable discretion and such note shall be delivered to Lender either endorsed in blank or together with an undated instrument of transfer executed in blank by the applicable Borrower(s) that are the payee(s) on such note.

Subordination. If, for any reason whatsoever(a) On the terms and conditions set forth below, the Other Borrower payment and performance, and the Subordinated Creditor's right to receipt thereof, of the Subordinated Debt is hereby subordinated to the full and final payment and performance, and the Senior Creditor's right to receipt thereof, of the Senior Debt. Subject to and except as set forth in Section 3, below, the Subordinated Creditor shall not ask, demand, sue xxx, take or receive from the Borrower, by setoff or in any other manner, the whole or any part of any monies which may now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liensbe owing 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 shallBorrower, at all timesincluding, be subordinate in all respects without limitation, any receiver or trustee (the term "BORROWER" hereinafter shall include any such successor or assignee of the Borrower), to the Guaranteed Obligations and Subordinated Creditor, or be owing by any other person to all liensthe Subordinated Creditor under a guaranty or similar instrument, 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 on account of the Other Borrower Subordinated Debt, nor any collateral security for any of the foregoing, including, without limitation, any personal property collateral granted to Guarantor the Subordinated Creditor pursuant to the Subordinated Security Agreement, unless and until the Guaranteed Obligations all Senior Debt shall have been fully and finally paid in cash and performed; Guarantor hereby assigns all commitments to extend credit under the Loan Agreement shall have been terminated (the temporary reduction of outstanding obligations, liabilities and grants indebtedness of the Borrower to Lender a the Senior Creditor not being deemed to constitute full payment or satisfaction thereof). (b) The Subordinated Creditor expressly understands that the Senior Creditor is expected not to permit the Subordinated Creditor to create, maintain or perfect any lien on or in any property of the Borrower, other than the security interest granted in favor of the Subordinated Creditor in certain of the Borrower's personal property under and as described in the Subordinated Security Agreement. If, notwithstanding the foregoing, any lien shall be created or shall arise (including, without limitation, the security interests granted in favor of the Subordinated Creditor pursuant to the Subordinated Security Agreement), whether by operation of law or otherwise, and may from time to time exist in favor of the Subordinated Creditor in or on any property of the Borrower securing all or any portion of the Subordinated Debt, then, regardless of the relative times of attachment or perfection thereof or the order of filing of financing statements, mortgages or other documents, any liens granted by the Borrower in favor of the Senior Creditor shall in all such indebtedness respects be first and security thereforsenior liens, if any, superior to any liens in favor of the Other Borrower to Guarantor now existing or hereafter arisingSubordinated Creditor, including any dividends and payments including, without limitation, the security interests granted in favor of the Subordinated Creditor pursuant to debtor relief or insolvency proceedings referred to belowthe Subordinated Security Agreement. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender The Subordinated Creditor shall not have the any 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 liens in and on the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any property of the Loan Documents), dividends and payments that are payable upon any obligation Borrower shall be held in trust by the Subordinated Creditor for the benefit of the Other Borrower to Guarantor now existing or hereafter arising, Senior Creditor unless and to have until 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 all commitments to extend credit under 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 Loan Agreement shall have absolutely no dominion over been terminated. In the same except to pay it immediately to Lender; and Guarantor shall promptly upon event the Senior Creditor releases any of its collateral security for the Senior Debt which constitutes collateral security for part or all of the Subordinated Debt, at the request of Lender from time the Senior Creditor, so long as the Subordinated Debt is paid in full, the Subordinated Creditor shall thereupon execute and deliver to time execute the Borrower such documents termination statements and perform releases as the Senior Creditor shall reasonably request to release the Subordinated Creditor's lien, if any, in or on such acts as Lender may require property. This subordination is intended to evidence define the rights 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 duties of the Other Borrower to GuarantorSubordinated Creditor and Senior Creditor; it is not intended that any third party shall benefit from it. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of If 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 effect of this Guaranty.subordination provision would be to give any third party a priority

Subordination. If, for any reason whatsoever, Each Co-Borrower hereby agrees that the Other Borrower is now or hereafter becomes indebted Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment 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 in cash 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 . The 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 pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Subordination Party (hereafter defined) or received, accepted, retained or applied by either Co-Borrower unless and until the Obligations have been fully paid in cash; except that when no Event of Default exists, a Co-Borrower shall have the right to receive paymentpayments on the Subordinated Indebtedness made in the ordinary course of business. When an Event of Default exists, no payments of principal or interest may be made or given, directly or indirectly, by or on behalf of any such indebtedness of the Other Subordination Party or received, accepted, retained or applied by any Co-Borrower to Guarantor unless and until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants in cash. If any sums shall be paid to Lender a security interest in all such indebtedness and security therefor, if any, Co-Borrower by any Subordination Party or any other Person on account of the Other Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Co-Borrower for the benefit of Administrative Agent and the Banks and shall forthwith be paid to Guarantor Administrative Agent without affecting the liability of either Co-Borrower under this Agreement and may be applied by Administrative Agent against the Obligations in accordance with this Agreement. For purposes of this Agreement and with respect to a Co-Borrower, the term “Subordinated Indebtedness” means all indebtedness, liabilities, and obligations of the other Co-Borrower (herein a “Subordination Party”) to such Co-Borrower, whether such indebtedness, liabilities, and obligations now existing exist or are hereafter arisingincurred 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 such Co-Borrower. Each Co-Borrower agrees that any and all Liens (including any judgment liens), upon any Subordination Party’s assets securing payment of any Subordinated Indebtedness shall be and remain inferior and subordinate to any and all Liens upon any Subordination Party’s assets securing payment of the Obligations or any part thereof, regardless of whether such Liens in favor of a Co-Borrower, Administrative Agent or any Bank presently exist or are hereafter created or attached. Without the prior written consent of Administrative Agent, no Co-Borrower shall (i) file suit against any Subordination Party or exercise or enforce any other creditor’s right it may have against any Subordination Party, or (ii) 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 dividends and payments pursuant to debtor liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceedings referred proceeding) to belowenforce any FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 65 - obligations of any Subordination Party to such Co-Borrower or any Liens held by such CoBorrower on assets of any Subordination Party. 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 any Subordination Party as debtor, Lender Administrative 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 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), 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, Subordinated Indebtedness until the Guaranteed Obligations have been fully and finally paid and performedin full in cash. IfAdministrative Agent may apply any such dividends, 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 agreementsdistributions, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of payments 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 Obligations in accordance with this GuarantyAgreement.

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 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. 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 a 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, a 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 payment in full of the Obligations on the Maturity 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 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 Second 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 Second 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 Second 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 Second 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 Second Lien Collateral Agent. If any Event of Default occurs and is continuing, after written notice from the Second 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 Second 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 Second 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 GuarantySecond Lien Collateral Agent.

Subordination. IfNeither Performance Guarantor shall enforce or otherwise exercise any right of subrogation to any of the rights of the Issuer or the Trustee against any Seller or Bon-Ton DSI and, for notwithstanding anything to the contrary contained herein, hereby waives all rights of subrogation (whether contractual, under Section 509 of the Bankruptcy Code, at law or in equity or otherwise) to the claims of the Issuer and the Trustee against any reason whatsoeverSeller or Bon-Ton DSI and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the Other Borrower is Bankruptcy Code) which such Performance Guarantor might now have or hereafter becomes indebted acquire against any Seller or Bon-Ton DSI that arises from the existence or performance of such Performance Guarantor's obligations hereunder. Neither Performance Guarantor will claim any setoff, recoupment or counterclaim against any Seller or Bon-Ton DSI in respect of any liability of such Performance Guarantor to Guarantor: such indebtedness Seller or Bon-Ton DSI after the occurrence and all interest thereon and all liens, security interests and rights now during the continuance of any default in the payment or hereafter existing with respect to property performance of any of the Other Borrower securing same shallObligations (which has not been cured or waived in writing by the Issuer and the Trustee) and each Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by the Issuer or the Trustee. Each Performance Guarantor agrees that, at all times, be subordinate in all respects to after the Guaranteed Obligations and to all liens, security interests and rights now earlier of (i) actual notice or hereafter existing to secure (ii) the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectlyreceipt of written notice, of the occurrence, and during the continuance, of any default in the payment or performance of any of the Obligations, such Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of the Other Borrower any Seller or Bon-Ton DSI owed to such Performance Guarantor until all of the Guaranteed Obligations shall have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest performed 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, either Performance Guarantor should shall collect, enforce or receive any paymentamounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, claim or distribution that is prohibited such amounts shall be collected, enforced and received by such Performance Guarantor as provided above trustee for the Issuer and the Trustee and be paid over to the Issuer and the Trustee on account of the Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 4, Guarantor 8 shall pay be supplemental to and not in derogation of any rights and remedies of the same Issuer and the Trustee with respect to Lender immediately, Guarantor hereby agreeing that it shall receive any other agreement the payment, claim Issuer or distribution in trust for Lender the Trustee may at any time 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 enter into with 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 Performance 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) The Guarantor agrees that any and all claims of the Guarantor against the Borrower, for any reason whatsoeverindorser 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 indefeasible payment, in full and in cash, of all Secured Obligations. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borroxxx, 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 Secured Party 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 Secured Parties 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 indefeasibly paid in full (in cash) and satisfied and all interest thereon financing arrangements between the Borrower, the Agent and the Secured Parties have been terminated. (b) 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 any Indebtedness of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed 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 Secured Obligations shall have first been indefeasibly paid in full (in cash) and satisfied. The Guarantor irrevocably authorizes and empowers the Agent to demand, sue for, collect and receive every such payment or xxxtribution and give acquittance therefor and to all liens, security interests make 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 present for and on behalf of the Other Borrower to Guarantor until such proofs of claim and take such other action, in the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest Agent's own name or in all such indebtedness and security therefor, if any, the name of the Other Borrower to Guarantor now existing or hereafter arisingotherwise, 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. (c) 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, the Agent and the Secured Parties, the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Agent and the Secured Parties and shall forthwith deliver the same to the Agent, for its benefit and the ratable benefit of the Secured Parties, in precisely the form received (except for the indorsement 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 Agent, for its benefit and the ratable benefit of the Secured Parties. If the Guarantor fails to make any such indorsement or assignment to the Agent, the Agent or any of its agents, officers or employees are hereby irrevocably authorized to make the same. (d) The Guarantor agrees that until the Secured Obligations have been fully indefeasibly paid in full (in cash) and finally paid satisfied and performed. Ifall financing arrangements between the Borrower, notwithstanding the foregoing provisionsAgent and the Secured Parties have been terminated, the 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, 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 4, 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 4, 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 GuarantyGuaranty Agreement.

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 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 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. and (c) 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 4SECTION 5, 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, 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 the property of the Other Borrower securing the same shall, at all times, be subordinate in all respects to the Guaranteed Obligations 4 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 that it is expressly understood and agreed that the foregoing does not apply to dividends, distributions, return of capital (or other payments made directly or indirectly by Borrower to Guarantor (in each case from Excess Cash Flow)) and otherwise in accordance with the terms of the Loan Documents prior to the occurrence and during the continuation of a Cash Trap Period which Guarantor shall have the absolute right to receive and retain; (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; provided, however, Administrative Agent shall not exercise any remedies with respect to such security unless an Event of Default exists or as otherwise expressly set forth in this Section 3(c). In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender Administrative Agent and 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 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 immediatelyAdministrative Agent promptly, 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; 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 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. IfThe Indebtedness evidenced by the Notes shall at all times be subordinate and junior in right of payment to all Senior Debt, for any reason whatsoever, the Other Borrower is whether now or hereafter becomes indebted to Guarantor: such indebtedness outstanding, all in the manner and all interest thereon with the force and all lienseffect hereinafter set forth: (a) In the event of any liquidation, security interests and rights now dissolution or hereafter existing with respect to property winding up of the Other Borrower securing same shallCompany, at all timesor of any execution, be subordinate in all respects sale, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization, or other similar proceeding relative to the Guaranteed Obligations Company or its property, all Senior Debt shall first be paid in full before any payment is made upon the debt evidenced by the Notes; and in any such event any payment or distribution of any kind or character, whether in cash, property or Securities (other than in Securities, including equity securities, or other evidences of debt, the payment of which is subordinated to the payment of all liensSenior Debt which may at the time be outstanding to the same extent as the Notes) which shall be made upon or in respect of any Note shall be paid over to the holders of such Senior Debt, security interests pro rata, for application in payment thereof unless and rights now until such Senior Debt shall have been paid or hereafter existing satisfied in full; (b) In the event that the Notes are declared or become due and payable because of the occurrence of any Event of Default hereunder (under circumstances when clauses (a), (c), (d) or (e) of this Section 13 shall not be applicable), the holders of the Notes shall be entitled to secure payments only after there shall first have been paid in full all Senior Debt outstanding at the Guaranteed Obligations; Guarantor time the Notes are declared or become due and payable because of any such Event of Default, or payment shall have been provided for in a manner satisfactory to the holders of such Senior Debt; (c) In the event that any Specified Senior Debt is declared due and payable because of the occurrence of any event of default applicable to any Specified Senior Debt, then no payment shall be made on any Note from the date that such declaration has been given in writing to the Company by any Required Senior Debt Holders until there shall first have been paid in full all Specified Senior Debt outstanding at such time, or payment shall have been provided for in a manner satisfactory to the holders of such Specified Senior Debt; (d) During the continuance of any default in the payment of either principal or interest on any Specified Senior Debt (under circumstances when clause (c) of this Section 13 shall not be applicable), no payment shall be made on any Note during a period of 180 consecutive days (unless such event of default is cured or waived in writing by the requisite holders of such Specified Senior Debt) from the date that written notice of such default has been given to the Company by the Required Senior Debt Holders and such notice shall specify that it constitutes a "blockage notice" pursuant to this Section 13; (e) If any event of default shall have occurred as a result of a breach of Section 10 of the Senior Note Purchase Agreements or the Existing Senior Note Purchase Agreements (other than Sections 10.8, 10.12 and 10.13) or any comparable covenants from time to time applicable to the Fleet/Chase Debt Facility (under circumstances when neither clause (c) nor clause (d) of this Section 13 shall be applicable) and the Required Senior Debt Holders have given notice of such event to the Company, then no payment shall be made on any Note during a period of 180 consecutive days (unless such event of default is cured or waived in writing by the requisite holders of such Specified Senior Debt) from the date that written notice of such default has been given to the Company by the Required Senior Debt Holders and such notice shall specify that it constitutes a "blockage notice" 121 pursuant to this Section 13; (f) Notwithstanding the foregoing, (i) payment on the Notes shall not be blocked pursuant to clauses (d) and (e) of this Section 13 on more than one occasion in any period of 360 consecutive days, and (ii) the holders of Specified Senior Debt shall not be entitled to give notice pursuant to clauses (d) and (e) of this Section 13 more than once with respect to any event of default which was specified in such a blockage notice and which has continued without interruption since the date such notice was given (it being understood that each failure to make a scheduled payment of principal or interest on Senior Debt shall be deemed to constitute a new event of default), nor shall such holders be entitled to give a separate blockage notice with respect to any event of default not so specified which was known by such holders to exist on the date the blockage notice shall have been given pursuant to clause (d) or (e) and which has continued without interruption from the date such notice was given. No more than three blockage notices can be given pursuant to clauses (d) and (e) of this Section 13. Upon receipt of any notice pursuant to clause (c) of this Section 13 or any blockage notice from the Required Senior Debt Holders pursuant to clause (d) or (e) of this Section 13, the Company shall forthwith send a copy thereof to each holder of the Notes at the time outstanding; and (g) During the Standstill Period (as hereinafter defined), the holders of the Notes shall be prohibited from exercising any remedies under this Agreement, including accelerating the Notes or filing or participating in the filing of an involuntary bankruptcy petition against the Company. Upon the termination of any Standstill Period and subject to the provisions of clauses (a), (b), (c), (d) and (e) of this Section 13, the holders of the Notes may, at their sole election, exercise any and all remedies (including the acceleration of the maturity of the Notes) available to them under this Agreement or applicable law. As used in this Section 13, "Standstill Period" means in the case of the receipt by the Company of a blockage notice pursuant to clauses (d) or (e) of this Section 13 (a "Blockage Notice"), the 180 day period from and after the date of receipt of such notice. In addition to the passage of time, the Standstill Period shall expire on the first to occur of (i) the date on which the Required Senior Debt Holders which shall have delivered a Blockage Notice shall have expressly withdrawn such Blockage Notice in writing, (ii) the date on which there is commenced, either by or against the Company, any proceeding described in clause (a) of this Section 13, (iii) the date on which the holders of Senior Debt shall have accelerated such Senior Debt, and (iv) the date on which the holders of Senior Debt shall have instituted foreclosure or other proceedings relating to the liquidation of collateral which secures such Senior Debt. If any payment or distribution shall be paid to or collected or received by any holders of the Notes in contravention of any of the terms of this Section 13, the last paragraph of Section 10.2 of the Senior Note Purchase Agreement or of the Existing Senior Note Purchase Agreements or any 122 similar provision under the Fleet/Chase Debt Facility, then such holders of the Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash, to the holders of the Senior Debt, ratably in accordance with the respective amounts owing to them, and, until so delivered, the same shall be held in trust by such holders of the Notes as the property of the holders of such Senior Debt. If any amount is delivered to the holders of the Senior Debt pursuant to this Section 13, whether or not such amounts have been applied to the payment of Senior Debt, and the outstanding Senior Debt shall thereafter be paid in full, in cash, by the Company or otherwise other than pursuant to this Section 13, the holders of Senior Debt shall return to such holders of the Notes an amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 13, so long as after the return of such amounts the Senior Debt shall remain indefeasibly paid in full, in cash. Upon the payment in full of the Senior Debt as in this Section 13 provided, the holders of the Notes will be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of assets of the Company applicable to the Senior Debt until the principal of, premium, if any, and interest on the Notes shall be paid in full; and no payments or distributions (direct or indirect) to the holders of the Senior Debt of cash, property or Securities to which the holders of the Notes would be entitled except for the provisions of this Section 13 shall, as between the Company, its creditors (other than the holders of Senior Debt) and the holders of the Notes, be deemed to be a payment by the Company to or on account of the Senior Debt. Each and every holder of the Notes by its acceptance thereof undertakes and agrees for the benefit of each holder of Senior Debt to execute, verify, deliver and file any proofs of claim which any holder of Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Notes and to effectuate the full benefit of the subordination contained herein; and upon failure of any holder of the Notes so to do, any such holder of Senior Debt shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the holder of the Notes to execute, verify, deliver and file any such proofs of claim. The Company agrees, for the benefit of the holders of Senior Debt, that in the event that any Note is declared due and payable before its expressed maturity because of the occurrence of an Event of Default hereunder, (i) the Company will give prompt notice in writing of such happening to the holders of Senior Debt and (ii) upon demand made at the option of the holders of the Senior Debt, such Senior Debt shall forthwith become immediately due and payable regardless of the expressed maturity thereof. No right of any holder of any Senior Debt to enforce subordination as herein provided shall at any time or receive paymentin any way be affected or impaired by any failure to act on the part of the Company or the holders of Senior Debt, or by any noncompliance by the Company with any of the terms, provisions and covenants of the Notes or this Agreement, regardless of any knowledge thereof that any such holder of Senior Debt may have or be otherwise charged with. Each holder of the Notes waives any and all notices of the acceptance of the provisions of this Section 13 or of the creation, renewal, extension or accrual, now or at any time in the future, of any Senior Debt. The obligations of each holder of the Notes under the provisions set forth in this Section 13 shall continue to be effective, or be reinstated, as the case may be, as to any payment in respect of any Senior Debt that is rescinded or must otherwise be returned by the holder of such Senior Debt upon the occurrence or as a result of any bankruptcy or judicial proceeding, all as though such payment had not been made. Each holder of the Notes by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after the creation of the Notes, to acquire and hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Debt. Each such holder of Senior Debt is intended to be, and is, a third party beneficiary of this Section 13. Each holder of the Notes acknowledges and agrees that the provisions set forth in this Section 13 shall be enforceable against such Persons by the holders of Senior Debt. Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of this Section 13 or the definitions of "Required Senior Debt Holders" and "Requisite Senior Debt" may, directly or indirectly, of any such indebtedness be amended, modified, supplemented or waived without the prior written consent of the Other Borrower holders of the Senior Debt. The foregoing provisions are solely for the purpose of defining the relative rights of the holders of Senior Debt on the one hand, and the holders of the Notes on the other hand, and nothing herein shall impair, as between the Company and the holders of the Notes, the obligation of the Company which is unconditional and absolute, to Guarantor until pay 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 thereforprincipal, premium, if any, of and interest on the Other Borrower to Guarantor now existing Notes in accordance with their terms, nor shall anything herein prevent the holders from exercising all remedies otherwise permitted by applicable law or hereafter arisinghereunder upon default hereunder, 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 rights of this Guarantythe holders of Senior Debt as herein provided for.

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) such Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to such 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 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 Guarantor such 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 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 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. IfEach Guarantor agrees that any and all claims of such Guarantor against the 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 the 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, xxx for, take or receive any payment from the Borrower, all rights, liens and security interests of such Guarantor, whether now or hereafter becomes indebted arising and howsoever existing, in any assets of the 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 Borrower and the Lender 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 any Guarantor ("BORROWER INDEBTEDNESS") shall be paid or delivered directly to the Lender for application on any of the Obligations, due or to become due, until the Guaranteed Obligations shall have first been fully and finally paid and performed; satisfied in cash. Each Guarantor hereby assigns irrevocably authorizes and grants empowers the Lender to demand, xxx for, 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 the Lender's own name or in the name of such Guarantor or otherwise, as the Lender a security interest in all may deem necessary or advisable for the enforcement of this Guaranty. The Lender may vote such indebtedness and security therefor, if any, proofs 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 Borrower and the Lender have been terminated, notwithstanding no Guarantor will assign or transfer to any person any claim such Guarantor has or may have against 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. IfAll debt and other liabilities of the Borrower and each Restricted Subsidiary to any Guarantor ("INTERCOMPANY DEBT") are expressly subordinate and junior to the Obligation 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 any Intercompany Debt, except as specifically allowed pursuant to clause (ii) below; (ii) Notwithstanding the provisions of clause (i) above, 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 each Restricted Subsidiary may pay to the Guaranteed Obligations Guarantors and the Guarantors may receive and retain from the Borrower and each Restricted Subsidiary regularly scheduled payments due and owing under the terms of any Intercompany Debt, provided that the Borrower's and each Restricted Subsidiary's right to all lienspay 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 Credit Agreement) 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, 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 Lender 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 any Intercompany 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 Lender; (iv) Until the Release Date, no Guarantor will demand or accelerate the maturity of all or any part of any Intercompany Debt, nor collect or enforce, or attempt to collect or enforce, from the Borrower or any Restricted Subsidiary all or any part of any Intercompany 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 Other Borrower or any Restricted Subsidiary, or otherwise, except where any Lender shall request such Guarantor to Guarantor now existing file a claim in connection with any such proceeding and except as set forth in clause (v); and (v) In the event of any Insolvency Proceeding, the Obligation shall first be paid, discharged and performed in full before any payment or hereafter arising, including performance is made upon any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowIntercompany 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 Lender, arrangement any claim, proof of claim or similar instrument necessary to enforce the Borrower's or any Restricted Subsidiary's obligation to pay any Intercompany Debt, and (B) hold in trust for and pay to the Lenders 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 any Intercompany Debt in order that the Lenders may apply such monies or the cash proceeds of such other assets to establish its rights hereunder the Obligation. In the event that any Guarantor fails to take such action upon any Lender's request, such Lender shall be deemed to have been appointed the attorney-in-fact for such Guarantor with respect to any Intercompany Debt, and shall have the right to such Lender may in that capacity (i) demand, xxx 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 similar instrument, and (iii) institute such other proceedings which such Lender, may deem reasonably necessary for the collection of the Loan Documents), dividends Obligation and payments that are payable upon any obligation the enforcement 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. Upon request of any Lender, each Guarantor will execute and deliver to such Lender such other and further powers of attorney or other instruments as such Lender may reasonably request to effect the purposes of this Guaranty. If in any proceeding to enforce the payment of the Obligation it becomes necessary that any Guarantor itself prove such claims, such Guarantor shall do so upon reasonable request by such Lender. In proving these claims, however, such Guarantor shall act as the collection agent of such Lender and shall promptly pay any funds so received to such Lender.

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 a 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, 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 to Lender a security interest in all suspended) shall automatically be reinstated at such indebtedness and security therefortime as the Default which was the basis of such suspension has been cured or waived (provided that no subsequent 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 payment in full of the Obligations on the Maturity 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 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 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 41, 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(a) The Guarantor agrees that any and all claims of the Guarantor against the Borrower, for any reason whatsoeverindorser 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 indefeasible payment, in full and in cash, of all Secured Obligations. Notwithstanding any right of the Guarantor to ask, demand, xxx 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 Secured Party 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 Secured Parties 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 indefeasibly paid in full (in cash) and satisfied and all interest thereon financing arrangements between the Borrower, the Agent and the Secured Parties have been terminated. (b) 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 any Indebtedness of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed 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 Secured Obligations shall have first been indefeasibly paid in full (in cash) and satisfied. The Guarantor irrevocably authorizes and empowers the Agent to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to all liens, security interests make 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 present for and on behalf of the Other Borrower to Guarantor until such proofs of claim and take such other action, in the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest Agent's own name or in all such indebtedness and security therefor, if any, the name of the Other Borrower to Guarantor now existing or hereafter arisingotherwise, 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. (c) 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, the Agent and the Secured Parties, the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Agent and the Secured Parties and shall forthwith deliver the same to the Agent, for its benefit and the ratable benefit of the Secured Parties, in precisely the form received (except for the indorsement 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 Agent, for its benefit and the ratable benefit of the Secured Parties. If the Guarantor fails to make any such indorsement or assignment to the Agent, the Agent or any of its agents, officers or employees are hereby irrevocably authorized to make the same. (d) The Guarantor agrees that until the Secured Obligations have been fully indefeasibly paid in full (in cash) and finally paid satisfied and performed. Ifall financing arrangements between the Borrower, notwithstanding the foregoing provisionsAgent and the Secured Parties have been terminated, the 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(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. IfThe Guarantor agrees that any and all claims of the Guarantor against any Foreign Borrower or any endorser or other guarantor of all or any part of the Guaranteed Obligations, for or against any reason whatsoeverof their respective properties with respect to any Indebtedness of such Foreign Borrower to the Guarantor (the Borrower Indebtedness ), shall be subordinated to the Other payment in full in cash of all Guaranteed Obligations. Notwithstanding any right of the Guarantor to ask, demand, xxx for, take or receive any payment from any Foreign Borrower, all such rights and Liens of the Guarantor with respect to the Borrower is 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 U.S. Administrative Agent, the Issuing Banks, the Lenders, the European Administrative Agent and the Syndication Agent to receive payment in full in cash of the Guaranteed Obligations. So long as no Event of Default set forth in Section 11.01(a), (f) or (g) 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 11.01(a), (f) or (g) 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 Foreign Borrowers and the Lenders and the Issuing Banks have been terminated. If all or any part of the assets of any Foreign Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Foreign 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 Foreign Borrower is dissolved or if substantially all of the assets of any Foreign 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 and the Issuing Banks 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 the U.S. Administrative Agent and each of the Lenders and each of the Issuing Banks, the European Administrative Agent and the Syndication Agent to demand, xxx 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 the U.S. Administrative Agent's or such Lender's or Issuing Bank's or the European Administrative Agent s or the Syndication Agent s own name or in the name of the Guarantor or otherwise, as the U.S. Administrative Agent or any Lender or Issuing Bank or the European Administrative Agent or the Syndication Agent may deem necessary or advisable for the enforcement of this Guaranty. Each Lender and each Issuing Bank 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 11.01(a), (f) or (g) 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 Foreign Borrowers and the Lenders and the Issuing Banks, the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the U.S. Administrative Agent, the Issuing Banks, the Lenders, the European Administrative Agent and the Syndication Agent and shall forthwith deliver the same to the U.S. Administrative 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 shallU.S. Administrative Agent, at all timesthe Issuing Banks, be subordinate in all respects the Lenders, the European Administrative Agent and the Syndication Agent; provided, that if the Guarantor fails to make any such endorsement or assignment to the Guaranteed Obligations and U.S. Administrative Agent, the Issuing Banks, the Lenders, the European Administrative Agent or the Syndication Agent, the U.S. Administrative Agent, the Issuing Banks, the Lenders, the European Administrative Agent or the Syndication Agent or any of its officers or employees are hereby irrevocably authorized to all liensmake the same. The Guarantor agrees that after an Event of Default set forth in Section 11.01(a), security interests and rights now (f) 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 (g) 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 Foreign Borrowers and the right to prove its claim in any such proceeding so as to establish its rights hereunder Lenders 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 Issuing Banks 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 GuarantyForeign Borrower.

Subordination. If, for Each Guarantor hereby agrees that any reason whatsoever, Debt of the Other Borrower is now or hereafter becomes indebted owing to any Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights whether heretofore, now or hereafter existing with respect to property of created (the Other Borrower securing same shall“Guarantor Subordinated Debt”), at all times, be subordinate in all respects to the Guaranteed Obligations and is hereby subordinated to all liens, security interests and rights now or hereafter existing to secure of the Guaranteed Obligations; , and that the Guarantor Subordinated Debt shall not be entitled to enforce paid in whole or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor in part until the Guaranteed Obligations have been fully paid in full and finally this Guaranty is terminated and of no further force or effect. No Guarantor shall accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance of an Event of Default, the Borrower shall pay to the Lender any payment of all or any part of the Guarantor Subordinated Debt and any amount so paid to the Lender shall be applied to payment of the Guaranteed Obligations as provided in the Loan Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Guarantor as trustee for the Lender and performed; shall be paid over to the Lender immediately on account of the Guaranteed Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereunder. Each Guarantor agrees to file all claims against the Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Lender shall be entitled to all of such Guarantor’s rights thereunder. If for any reason a Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Lender as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Lender’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Lender or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Lender the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns and grants to the Lender a security interest in all of such indebtedness and security thereforGuarantor’s rights to any payments or distributions to which such Guarantor otherwise would be entitled. If the amount so paid is greater than such Guarantor’s liability hereunder, 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 excess amount to Lender immediatelythe party entitled thereto. In addition, each Guarantor hereby agreeing that it shall receive irrevocably appoints the payment, claim Lender as its attorney-in-fact to exercise all of such Guarantor’s voting rights in connection with any bankruptcy proceeding or distribution in trust any plan 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 reorganization 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 Each Guarantor agrees that any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and claims of such Guarantor against the Company, any other Guarantor or any endorser or other guarantor of all liens, security interests and rights now or hereafter existing with respect to property any part of the Other Borrower securing same shallObligations, at all timesor against any of their respective properties, shall be subordinate in all respects to the Guaranteed Obligations and subordinated to all liens, security interests and rights now or hereafter existing to secure of the Guaranteed Obligations; . No Guarantor shall not be entitled have any right to enforce or receive payment, directly or indirectly, possession of any such indebtedness asset of the Other Borrower Company or to Guarantor foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully and finally paid and performed; Guarantor hereby assigns satisfied and grants all financing arrangements between the Company and the Lenders and the Issuing Bank have been terminated. Notwithstanding anything contained in this Guaranty to Lender a security interest in all such indebtedness and security thereforthe contrary (but subject to any applicable provisions of the Credit Agreement), 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 no Event of Default shall have occurred under and be continuing, the Company may make regularly scheduled payments of principal of and interest on Indebtedness owing to each Guarantor. If all or any part of the assets of the Company, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Company, 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 the Company is dissolved or if substantially all of the assets of the Company are sold, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of the Company to such Guarantor ("Company Indebtedness") shall be paid or delivered directly to the Lenders and the Issuing Bank for application on any of the Loan DocumentsObligations, due or to become due, until such Obligations shall have first been fully paid and satisfied. Each Guarantor irrevocably authorizes and empowers the Administrative Agent and each of the Lenders and the Issuing Bank to demand, xxx for, 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 the Administrative Agent's or such Lender's or the Issuing Bank's own name or in the name of such Guarantor or otherwise, as the Administrative Agent or any Lender or the Issuing Bank may deem necessary or advisable for the enforcement of this Guaranty. Each Lender and the Issuing Bank 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 Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by any Guarantor upon or with respect to the Company Indebtedness prior to the satisfaction of all of the Obligations and the termination of all financing arrangements between the Company and the Lenders and the Issuing Bank, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and shall forthwith deliver the same to the Administrative Agent, in precisely the form received (except for the endorsement or assignment of such Guarantor where necessary), dividends and payments that are payable upon for application to any obligation of the Other Borrower to Guarantor now existing 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 such Guarantor as the property of the Administrative Agent, the Issuing Bank and the Lenders. If any Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Issuing Bank or the Lenders, the Administrative Agent, the Issuing Bank or the Lenders, or any of its officers or employees, are hereby irrevocably authorized to make the same. Each Guarantor agrees that until the Obligations have been fully paid in full (in cash) and finally paid satisfied and performed. Ifall financing arrangements between the Company and the Lenders and the Issuing Bank have been terminated, notwithstanding such Guarantor will not assign or transfer to any Person any claim such Guarantor has or may have against 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 GuarantyCompany.

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 Financial Resource 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 Financial Resource 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 at any dividends time under sub-paragraph (1) above unless the Borrower has obtained 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 FSA such information and auditor’s certificate in relation to below. In the event proposed payment as 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 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 FSA, reorganizationshall in the absence of proven error be treated and accepted by 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, 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 the 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) except as expressly set forth in the Credit Agreement with respect to permitted distributions from the Borrower, the Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to the Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; ; (c) the Guarantor hereby assigns and grants to Lender the Administrative Agent for the benefit of the Lenders a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to the 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 the 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 the 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, the Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 46, the Guarantor shall pay the same to Lender the Administrative Agent immediately, the Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender the Administrative Agent and shall have absolutely no dominion over the same except to pay it immediately to Lenderthe Administrative Agent; and and (d) the Guarantor shall promptly upon request of Lender the Administrative Agent from time to time execute such documents and perform such acts as Lender the 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 the Administrative Agent of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to the Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by the Guarantor, of obligations of the Other Borrower to the 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 (a) Each of the Other Borrower securing same shallFifth Issuer Secured Creditors hereby agree to be bound by the order of priority set out in the Fifth Issuer Pre- Enforcement Priority of Payments or the Fifth Issuer Post- Enforcement Priority of Payments (as applicable). Without prejudice to CLAUSE 20, at all timeseach of the Fifth Issuer Secured Creditors further agree with each other party to this Deed that, be subordinate notwithstanding any other provision contained herein or 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 any other Fifth Issuer Transaction Document: (i) it will not be entitled to enforce demand or receive paymentpayment of any distribution in respect of, directly or indirectlyon account of, any amounts payable by the Fifth Issuer or the Security Trustee (as applicable) to that Fifth Issuer Secured Creditor under the Fifth Issuer Transaction Documents, in cash or in kind, and will not apply any money or assets in discharge of any such indebtedness amounts payable to it (whether by set-off or by any other method), unless all amounts then due and payable by the Fifth Issuer to all other Fifth Issuer Secured Creditors ranking higher in the order of priority set out in the Fifth Issuer Pre- Enforcement Priority of Payments or the Fifth Issuer Post- Enforcement Priority of Payments (as applicable) have been paid in full; and (ii) without prejudice to the foregoing, whether in the liquidation of the Other Borrower Fifth Issuer or any other party to Guarantor until the Guaranteed Obligations Fifth Issuer Transaction Documents or otherwise, if any payment or distribution (or the proceeds of any enforcement of any security) is received by a Fifth Issuer Secured Creditor in respect of any amount payable by the Fifth Issuer or the Security Trustee (as applicable) to that Fifth Issuer Secured Creditor under a Fifth Issuer Transaction Document at a time when, by virtue of the provisions of the relevant Fifth Issuer Transaction Document and this Deed, no payment or distribution should have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all made, the amount so received shall be held by the Fifth Issuer Secured Creditor upon trust for the entity from which 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 payment was received and shall be paid over to such entity as soon as is reasonably practicable following the earlier of, (i) receipt of written notice from such entity and (ii) actual knowledge of such Fifth Issuer Secured Creditor, in each case, that such payment or distribution should not have been made (whereupon the right to receive directly from the receiver, trustee relevant payment or other custodian (whether or distribution shall be deemed 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 been made or received). (b) The Security Trustee shall not pay or repay, or make any distribution in respect of, any amount owing to a Fifth Issuer Secured Creditor under the relevant Fifth Issuer Transaction Documents, in cash or in kind, unless and until all benefits amounts then due and payable by the Security Trustee to all other Fifth Issuer Secured Creditors ranking higher in the order of any security therefor, until priority set out in the Guaranteed Obligations Fifth Issuer Pre-Enforcement Priority of Payment or the Fifth Issuer Post-Enforcement Priority of Payments (as applicable) have been fully paid in full based on the information provided to it by the Fifth Issuer Cash Manager and/or the Fifth Issuer. (c) Where amounts owing to a group of Fifth Issuer Secured Creditors under the relevant Fifth Issuer Transaction Documents are expressed to be required to be made pari passu and finally paid and performed. Ifpro rata among such group, notwithstanding the foregoing provisionsSecurity Trustee shall not pay or repay, Guarantor should receive or make 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 respect of, such amounts to a Fifth Issuer Secured Creditor of such group, in cash or in kind, except on a pari passu 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 pro rata basis among 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 Guarantygroup.

Subordination. IfThe Guarantor agrees that any and all claims of the Guarantor against any endorser or any other guarantor of all or any part of the Obligations, for or against any reason whatsoeverof their respective properties, shall be subordinate and subject in right of payment to the Other Borrower is prior payment, in full, of all of the Guaranteed Obligations. Notwithstanding any right of the Guarantor to ask, demand, sue xxx, take or receive any payment from any Subsidiary Guarantor, all rights, liens and security interests of the Guarantor, whether now or hereafter becomes indebted arising and howsoever existing, in any assets of any Subsidiary Guarantor (whether constituting part of the security or collateral given to Guarantor: the Agent, for the benefit of itself and the other Holders of Secured Obligations, to secure payment of all or any part of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Agent and the other Holders of Secured Obligations in those assets. The Guarantor shall have no rights to possession of any such indebtedness asset or to foreclose upon any such asset, whether by judicial action of otherwise, unless and until all interest thereon of the Guaranteed Obligations are indefeasibly paid and all liensperformed in full and financing arrangements between Borrower and the Holders of Secured Obligations have been terminated. Should any payment, distribution, security interests and rights now or hereafter existing instrument or proceeds thereof be received by the Guarantor upon or with respect to property any indebtedness of any Subsidiary Guarantor to the Other Borrower securing same shall, at Guarantor after the occurrence and during the continuance of an Event of Default and prior to the satisfaction of all times, be subordinate in all respects to of the Guaranteed 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 Agent and the other Holders of Secured Obligations and shall forthwith deliver the same to all liensthe Agent, security interests and rights now in precisely the form received (except for the endorsement or hereafter existing to secure assignment of such Guarantor where necessary), for application on any of the Guaranteed Obligations; , due or not due, and, until so delivered, the same shall be held in trust by the Guarantor shall not be entitled as the property of the Agent and the other Holders of Secured Obligations. If the Guarantor fails to enforce or receive payment, directly or indirectly, of make any such indebtedness endorsement or assignment to the Agent, the Agent or any of its officers or employees are hereby irrevocably authorized to make the Other Borrower to same. The Guarantor agrees that until the Guaranteed Obligations have been fully and finally are indefeasibly paid and performed; Guarantor hereby assigns performed in full and grants to Lender a security interest in all such indebtedness financing arrangements between the Borrowers and security therefor, if any, the Holders 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 Secured Obligations have been fully terminated, the Guarantor will not assign or transfer to others any claim the Guarantor has or may have against Borrower except for items payable by the Borrower and finally paid and performed. If, notwithstanding deposited by the foregoing provisions, Guarantor should receive any with a financial institution for 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 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 during 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, continuance 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. an Event of Default; (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 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 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 4Section, 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 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 45, 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 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.