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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subordination. 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, 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 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 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. IfUntil the Bank Facilities shall have been paid in full and completely performed by Borrower or otherwise and the Banks obligation to advance funds thereunder indefeasibly terminated and Bank Facilities Termination shall have occurred, 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; Completion Guarantor shall not be entitled to enforce withhold exercise of: a. any claim, right or receive paymentremedy, directly direct or indirectlyindirect, 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 that Completion Guarantor now existing has or may hereafter arisinghave against Borrower or any of its assets in connection with this Completion Guaranty or the performance by Completion Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, including without limitation under Nevada Revised Statutes Section 40.475 or 40.485, 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 Guarantor now has 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 Guarantor may have against any other guarantor of the Other Borrower to Bank Facilities. Completion Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject further agrees that, to the terms extent the agreement to withhold the exercise of this Guarantyits 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 Guarantor may have against Borrower or against any Collateral or security, and any rights of contribution Completion Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Agent Bank or Lenders may have against Borrower, to all right, title and interest Agent Bank or Lenders may have in any such Collateral or security, and to any right Agent Bank or Lenders may have against such other guarantor.

Subordination. If, for any reason whatsoever, the Other Borrower or Grantor is now or hereafter becomes indebted to Guarantor: : (d) 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 Grantor 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; ; (e) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower or Grantor to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; ; (f) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower or Grantor 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 Grantor 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 or Grantor 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 (g) 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 or Grantor to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower or Grantor 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. IfWith respect to each Guarantor, for all debt and other liabilities of the Borrower or any reason whatsoeverother 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 amounts owing under the Loan Party 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 and each other Loan Party may pay to such Guarantor and such Guarantor 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 Borrower securing same shallamounts owing under the Loan Party Debt or any security therefor on the Loan Party Debt, at all timesprovided that the Borrower’s and other Loan Party’s right to pay and such Guarantor’s 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. 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 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 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 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 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 Guarantied Party, arrangement any claim, proof of claim or similar instrument necessary to enforce the Borrower’s or such other Loan Party’s obligation to pay the Loan Party 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 Party 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 GuarantyGuarantied Obligations.

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

Subordination. If, for any reason whatsoever, 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; 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 Agent shall have the right to prove its and each Lender’s 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 a Default or Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender Agent immediately, 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 Lender; and Agent. (d) Upon request of Agent, Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender Agent may require from time to evidence and perfect its interest and time to permit or facilitate the exercise of its Agent’s 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 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 and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performedpaid. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, including execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness 2.1 All rights and all interest thereon and all liens, security interests and rights claims of Guarantor now or hereafter existing with respect to (collectively the "Guarantor Claims") against Borrower or any of Borrower's property of which Borrower now owns or shall acquire in 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 future or hereafter existing shall be subordinate and subject in right of payment to secure the Guaranteed Obligations; prior payment if full of the Indebtedness to Bank. 2.2 Until the Indebtedness has been paid in full and Guarantor shall have performed or satisfied all of its obligations hereunder, Guarantor shall not be entitled to enforce receive or receive paymentcollect, directly or indirectly, from Borrower or any other party any payment upon Guarantor Claims, nor seek to realize upon any collateral securing such Guarantor Claims nor claim any offset or other reduction of Guarantor's obligations hereunder because of any such indebtedness of Guarantor Claims. Notwithstanding 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 thereforforegoing, if anyGuarantor should receive any such payment, of Guarantor agrees to hold same in trust for Bank and agrees that Guarantor shall have absolutely no rights in or to or dominion over, such payments except to pay them promptly to Bank without demand by Bank. Notwithstanding the Other above, 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 repay Guarantor monies owed to it for so long a period of time as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or there is not an Event of Default by Borrower shall not be a defense to Bank's right to obtain payment from Guarantor hereunder. 2.3 The undersigned Guarantor further hereby specifically covenants not to assert any Guarantor claim or remedy which such Guaranty may now 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 acquire against Borrower that arises hereunder and/or from the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, performance by 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 4hereunder, including, but not limited towithout limitation, execution and delivery of financing statements, proofs of any claim, further assignments and remedy or right of subrogation, reimbursement, exoneration, indemnification, or participation in any claim, right, or remedy of Lender against the Borrower or any security agreementswhich Lender now has or hereafter acquires, and delivery to Lender of whether or not such claim, right, or remedy arises in equity, under contract, by statute, under common law or otherwise, until any promissory notes or other instruments evidencing indebtedness preference period which could be asserted under section 547(b) 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 GuarantyBankruptcy Code has expired.

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. If(a) Until the Payment in Full of Loan Document Priority Debt, for Txxxxxx (on behalf of himself and the other Sellers) hereby subordinates the Txxxxxx Debt and any reason whatsoever, the Other Borrower is and all claims now or hereafter becomes indebted owing to Guarantor: such indebtedness it by Borrower or any Guarantor under the Txxxxxx Documents to any and all interest thereon claims of Agent and all liens, security interests and rights now or hereafter existing with the Lenders in respect to property of the Other Loan Document Priority Debt (including, without limitation, interest, fees, or costs on the Loan Document Priority Debt paid or accrued after the commencement of any Insolvency Proceeding and whether or not such claims are deemed allowed or recoverable in such Insolvency Proceeding), and to the payment of or for adequate protection on the Loan Document Priority Debt pursuant to any Insolvency Proceeding, and, agrees that all Loan Document Priority Debt shall be paid in full in cash or otherwise satisfied to the satisfaction of the Lenders, and the Commitments shall be terminated, before any payment may be made on the Txxxxxx Debt or other claims of Txxxxxx or any other Seller under the Txxxxxx Documents, whether of principal or interest or other indebtedness or other obligations; provided, however, that so long as Txxxxxx has not received a Standstill Notice from Agent, Borrower securing same shalland the Guarantors may make and Txxxxxx may receive and retain regularly scheduled principal and interest payments as set forth in the Txxxxxx Promissory Notes as in effect on the date hereof (the “Permitted Payments”). (b) Except for the Permitted Payments, Txxxxxx (on behalf of itself and the other Sellers) agrees not to accept any payment or distribution of any kind (whether in cash or property other than equity securities in Parent ) upon or in respect of the Txxxxxx Documents (from Borrower, any Guarantor or otherwise), nor make any transfer of the Txxxxxx Promissory Notes to third parties not party to this Agreement, nor take any other action designed to secure indirectly from Borrower or any Guarantor any payment on account of the Txxxxxx Documents, without the express, prior written consent of Agent, and Txxxxxx agrees to pay over to Agent any funds or other distributions that may be received by it from Borrower or any Guarantor (i) as a prepayment at any time or (ii) as a payment or distribution on account of the Txxxxxx Debt, at all timesany time until the Payment in Full of Loan Document Priority Debt. In case any funds or other distributions shall be paid or delivered to Txxxxxx or any other Seller under the circumstances described in clause (i) or (ii) of the preceding sentence before the Payment in Full of Loan Document Priority Debt, such funds or other distributions shall be subordinate held in all respects trust by Txxxxxx or such other Seller for the Lenders and immediately paid and delivered to Agent (in the Guaranteed Obligations and form received endorsed over to all liensAgent). (c) Until the Payment in Full of Loan Document Priority Debt, security interests and rights now neither Txxxxxx nor any other Seller shall (i) take any action or hereafter existing to secure the Guaranteed Obligations; exercise any remedy against Borrower or any Guarantor shall not be entitled to enforce the Txxxxxx Promissory Notes, or receive payment(ii) commence, directly or indirectlyjoin with any other creditor of Borrower or any Guarantor in commencing, any bankruptcy, reorganization or other Insolvency Proceeding against Borrower or any Guarantor. Txxxxxx understands and agrees that Agent shall have the right, but shall have no obligation, to cure any default under the Txxxxxx Promissory Notes without the prior written consent of Txxxxxx or any such indebtedness other Seller. (d) Txxxxxx (on behalf of itself and the other Sellers) agrees that the priority 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 Loan Document Priority Debt set forth above shall continue during any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowInsolvency Proceeding. In the event of receivershipany payment, bankruptcydistribution, reorganizationdivision or application, arrangement partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property, assets or business of Borrower or any Guarantor, or the proceeds thereof, or any securities of Borrower or any Guarantor, to Txxxxxx, by reason of any liquidation, dissolution or other debtor relief winding up of Borrower or insolvency proceedings involving any Guarantor or its business or by reason of any sale or Insolvency Proceeding, then any such payment or distribution of any kind or character, whether in cash, property or securities, which, but for the Other Borrower subordination provisions of this Section 2, would otherwise be payable or deliverable upon or in respect of the Txxxxxx Debt, shall instead be paid over or delivered directly to Agent, for application to the payment of the Loan Document Priority Debt, to the extent necessary to make payment of the Loan Document Priority Debt remaining unpaid after giving effect to any concurrent payment or distribution to Agent, and no holder of the Txxxxxx Debt shall receive any such payment or distribution or any benefit therefrom to such extent until the Payment in Full of Loan Document Priority Debt, after which such payments or distributions may be applied to payment of the Txxxxxx Debt. For the avoidance of doubt, and notwithstanding any contrary provision in any Loan Document, the maximum amount of Loan Document Debt that Txxxxxx (on behalf of itself and the other Sellers) is subordinating the Txxxxxx Debt to as debtorof any date of determination shall not exceed the sum of (i) the Maximum Revolver Amount as of such date of determination, Lender shall have (ii) the right amount of all interest, fees, costs, expenses, indemnities, and other amounts accrued or charged with respect to prove its claim such amount as and when the same accrues or becomes due and payable (including the same as would accrue and become due but for the commencement of an Insolvency Proceeding, whether or not such amounts are allowed or allowable, in whole or in part, in any such proceeding so as to establish its rights hereunder and shall have Insolvency Proceeding), plus (iii) the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any amount of the Loan Documents), dividends and payments that are payable upon any obligation Bank Product Obligations as of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits such date 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 Guarantydetermination.

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

Subordination. IfExcept as otherwise provided in this Section 10.8, for any reason whatsoever, the Other indebtedness of any Borrower is now or hereafter becomes indebted owing to Guarantor: such indebtedness and all interest thereon and all liensanother Borrower is hereby subordinated to the Obligations, security interests and rights whether heretofore, now or hereafter existing with respect to property created, and whether before or after notice of termination hereof, and, following the Other occurrence and during the continuation of an Event of Default, Borrowers shall not, without the prior consent of Coast, pay in whole or in part any of such indebtedness nor will any 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 accept any payment of or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, on account of any such indebtedness at any time while such Borrower remains liable hereunder. At the request of Coast, after the Other Borrower to Guarantor until occurrence and 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. 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 Default, each Borrower shall pay to Coast all or any part of such subordinated indebtedness and any amount so paid to Coast at its request shall be applied to payment of the Obligations. Each payment on the indebtedness of a Borrower to another Borrower received in violation of any of the provisions hereof shall be deemed to have occurred been received by such Borrower as trustee for Coast and shall be paid over to Coast immediately on account of the Obligations, but without otherwise affecting in any manner such Borrower's liability under any of the Loan Documents), dividends and payments that are payable upon provisions of this Agreement. Each Borrower agrees to file all claims against any obligation other Borrower in any bankruptcy or other proceeding in which the filing of the Other claims is required by law in respect of any indebtedness of any other Borrower to Guarantor now existing such Borrower, and Coast shall be entitled to all of any such Borrower's rights thereunder. If for any reason any Borrower fails to file such claim at least thirty (30) days prior to the last date on which such claim should be filed, Coast, as such Borrower's attorney-in-fact, is hereby authorized to do so in such Borrower's name or, in Coast's discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, Coast's nominee. In all such cases, whether in administration, bankruptcy or hereafter arisingotherwise, the person or persons authorized to pay such claim shall pay to Coast the full amount payable on the claim in the proceeding, and to have the full extent necessary for that purpose such Borrower hereby assigns to Coast all benefits of such Borrower's rights to any security thereforpayments or distributions to which such Borrower otherwise would be entitled. If the amount so paid is greater than such Borrower's liability hereunder, 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 Coast will 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 excess amount to the terms of this Guarantyparty entitled thereto.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: , until the Guaranteed Obligations are paid in full (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor 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; ; (b) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4Section, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and and (c) 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 provided none of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of ’s obligations are increased nor any 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 GuarantyGuarantor’s benefits reduced thereby.

Subordination. IfAll debt and other liabilities of the Borrower to any Guarantor ("Borrower Debt") are expressly subordinate and junior to the Obligations and any instruments evidencing the Borrower Debt to the extent provided below. (a) Until the Termination 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 (b) below; (b) Notwithstanding the provisions of clause (a) 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 Guarantor's 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 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 a Default or indirectly, Event of Default would occur and be continuing. The Guarantors' right to receive amounts under this clause (b) (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 or Event of Default which was the basis of such suspension has been cured or waived (provided that no subsequent Default or 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; (c) 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 (d) 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 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 Termination 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(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. IfEach Borrower agrees that any and all claims of such Borrower against the other Borrowers, for any reason whatsoeverGuarantors or any endorser or other guarantor of all or any part of the Obligations, or against any of their respective properties, shall be subordinated to all of the Other Obligations. Notwithstanding any right of any Borrower is to ask for, demand, sue for, take or receive any payment from the other Borrowers, all rixxxs and Liens of such Borrower, whether now or hereafter becomes indebted arising and howsoever existing, in any assets of the other Borrowers (whether constituting part of the Collateral or otherwise) shall be and hereby are subordinated to Guarantor: the rights of the Administrative Agent, the Issuing Bank or the Lenders in those assets. Such Borrower 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 interest thereon of the Obligations shall have been Paid In Full and any Commitments of the Lenders and the Issuing Bank under, or in respect of, the Credit Facilities have 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 such 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 any Borrower to any other Borrower ("INTER-BORROWER INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application to the applicable Obligations, due or to become due, until such Obligations shall have first been Paid In Full and all Commitments of the Other Lenders and the Issuing Bank under, or in respect of, each Credit Facility, have terminated. Each Borrower securing same shallirrevocably authorizes and empowers the Administrative Agent, at all timesand each of the Lenders and the Issuing Bank to demand, be subordinate sue for, collect and receive every such payment or distribution and gxxx acquittance therefor and to make and present for and on behalf of such Borrower such proofs of claim and take such other action, in all respects the Administrative Agent's, such Lender's or Issuing Bank's own name or in the name of such Borrower or otherwise, as the Administrative Agent, any Lender or the Issuing Bank may deem reasonably necessary or reasonably advisable for the enforcement of this Agreement. After the occurrence and during the continuance of an Event of Default, each Lender and the Issuing Bank may vote, with respect to the Guaranteed Obligations and owed to all liensit, 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, such proofs 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 proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Except as permitted under SECTION 9.06(b), should any payment, distribution, security or instrument or proceeds thereof be received by any Borrower upon or with respect to establish its rights hereunder the Inter-Borrower Indebtedness prior to the Payment In Full of all of the Obligations and the termination of all Commitments, such Borrower 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 have forthwith deliver the right same to receive directly from the receiverAdministrative Agent in precisely the form received (accompanied by the endorsement or assignment of such Borrower where necessary), trustee or other custodian (whether for application to the Obligations, due or not due, and, until so delivered, the same shall be held in trust by such Borrower as the property of the Administrative Agent, the Issuing Bank and the Multicurrency Lenders. After the occurrence and during the continuance of an Event of Default shall have occurred under Default, if any Borrower 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 their respective officers or employees) are hereby irrevocably authorized to make the same. Each Borrower agrees that until the Obligations have been Paid In Full and all Commitments of the Lenders and the Issuing Bank under or in respect of each Credit Facility have terminated, such Borrower will not assign or transfer to any Person any claim such Borrower has or may have against any other Borrower (other than in favor of the Administrative Agent pursuant to 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 Each US Guarantor hereby agrees that any reason whatsoever, the Other Borrower is Indebtedness of any US Guarantor now or hereafter becomes indebted owing to any other US Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights whether heretofore, now or hereafter existing with respect created (the “US 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 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; US 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 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 belowDefault. 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 US 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 US Guarantor (except as expressly permitted by the Credit Agreement), whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing (a) the US Collateral Agent shall be paid irrevocably in full in cash in immediately available funds in respect of all amounts constituting the Obligations (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) before any payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of the US Guarantor Subordinated Debt and (b) until the US Collateral Agent is paid irrevocably in full in cash in immediately available funds in respect of all amounts constituting the Obligations (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable), any payment or distribution to which such payee would otherwise be entitled (other than debt securities of such US Guarantor that are subordinated, to at least the same extent as this Section 8, to the payment of all US Guarantor Subordinated Debt then outstanding (such securities being hereinafter referred to as “US Restructured Debt Securities”)) shall be made to the US Collateral Agent. If any Event of Default occurs and is continuing, then no payment or distribution of any kind or character shall be accepted by or on behalf of the US Guarantor or any other Person on its behalf with respect to the US Guarantor Subordinated Debt. If any payment or distribution of any character, whether in cash, securities or other property (other than US Restructured Debt Securities), in respect of the US Guarantor Subordinated Debt shall be received by any payee in violation of this Section 8 before all Obligations shall have occurred been paid irrevocably in full in cash in immediately available funds (other than Cash Management Obligations under any of the Loan DocumentsSecured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable), 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 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 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 GuarantyUS Collateral Agent.

Subordination. IfThe Company covenants and agrees, for any reason and the Lender, by its acceptance of this Note, hereby covenants and agrees as follows: (a) The indebtedness evidenced by this Note, as it may be amended, modified, extended, renewed or substituted from time to time, and all obligations of the Company to pay the principal of and interest on this Note, and all other amounts and liabilities under this Note, whether such indebtedness, obligations and liabilities are now existing or hereafter arising (collectively, the “Subordinated Obligations”) are hereby expressly subordinated to and in favor of the indefeasible and full payment in cash of all of the Senior Indebtedness, as hereinafter defined, to the extent and in the manner hereinafter set forth. (b) As used herein, the term Senior Indebtedness shall mean indebtedness, liabilities and obligations of the Company to Manufacturers and Traders Trust Company (“Bank”) of every kind and nature whatsoever, the Other Borrower is whether now existing or hereafter becomes indebted arising or created any time, including without limitation, all indebtedness, liabilities and obligations of the Company to Guarantor: such the Bank which are direct, indirect, contingent, primary, secondary, alone, jointly with others, due, to become due, unsecured, secured, or future advances and including, without limitation, all liabilities, indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property obligations of the Other Borrower securing same shall, at all times, be subordinate in all respects Company to the Guaranteed Obligations Bank. (c) Until the Senior Indebtedness has been fully and to all liensindefeasibly paid in cash, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor Lender shall not be entitled to enforce not, without prior written consent of the Bank, ask for, demand, accelerate, declare a default under, sxx for, set off, accept or receive paymentany payment of all or any part of the Subordinated Obligations except that the Lender may receive securities that are subordinate to the Senior Indebtedness to at least the same extent as the Subordinated Obligations. (d) The Lender and the Company agree, represent and warrant that the Subordinated Obligations are not secured in any way, directly or indirectly, including, without limitation, by security agreement, pledge agreement, guaranty agreement, mortgage, deed of trust, or 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 thereforother document, if anylien, of the Other Borrower to Guarantor now existing encumbrance or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. otherwise. (e) In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company or the proceeds thereof to creditors of the Company or to any indebtedness, liabilities and obligations of the Company, by reason of the liquidation, dissolution or other winding up of the Company or the Company’s business, or in the event of any sale, receivership, bankruptcyinsolvency or bankruptcy proceeding, reorganizationor assignment for the benefit of creditors, arrangement or any proceeding by or against the Company for any relief under any bankruptcy or insolvency law, then any payment or distributions of any kind or character, either in cash, securities or other debtor relief property, which shall be payable or insolvency proceedings involving deliverable upon or with respect to all or any part of the Other Borrower Subordinated Obligations shall be paid or delivered directly to the Bank for application to the Senior Indebtedness (whether due or not due and in such order and manner as debtorthe Bank may elect; and including, Lender without limitation, any interest accruing subsequent to the commencement of any such event or proceeding) until the Senior Indebtedness shall have been fully paid and satisfied. The Lender hereby irrevocably authorizes and empowers the right Bank, and irrevocably appoints the Bank the Attorneys-in fact for the Lender to prove its claim demand, sxx for, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other proceedings in the name of the Bank or in the names of the Lender or otherwise, as the Bank may deem necessary or advisable to carry out the provisions hereof. (f) The Company and the Lender agrees that the Bank is a third-party beneficiary of the subordination provisions of any such proceeding so as to establish its rights hereunder Subordinated Obligations and shall have the right be entitled to receive directly from the receiver, trustee enforce such provisions by proceedings at law or other custodian (whether in equity or not an Event of Default shall have occurred under otherwise. If any of the Loan Documents)Senior Indebtedness should be transferred or assigned by the Bank, dividends and payments that are payable upon the provisions of this Note (or any obligation other note evidencing any Subordinated Obligations) will inure to the benefit of the Other Borrower transferee and assignee to Guarantor now existing the extent of such transfer or hereafter arisingassignment, and provided that the Bank shall continue to have all benefits the unimpaired right to enforce the provisions of this Note (or any other note evidencing any Subordinated Obligations) as to any of the Senior Indebtedness not so transferred or assigned. The subordinate provisions of any security therefor, until Subordinated Obligations shall be binding upon the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; Company and Guarantor shall promptly upon request their respective successors and assigns. None 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 the subordinate provisions of any promissory notes Subordinated Obligations may be waived, modified or other instruments evidencing indebtedness amended without the prior written consent of the Other Borrower to Guarantor. All promissory notesBank, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations if any of the Other Borrower to Guarantor Senior Indebtedness has then been transferred or assigned, by the then holders or obliges of all of the Senior Indebtedness. (g) The Company shall contain a specific provide written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms Lender as to any additional Senior Indebtedness incurred by or agreed to by the Company after the date hereof and during such time that any amounts are outstanding under any Subordinated Obligations. In Witness Whereof, the Company has caused this Amended and Restated Subordinated Promissory Note to be executed by its duly authorized officer as of this Guaranty.the date first written above. By: Name: Title: [Signature Page to Amended and Restated Subordinated Promissory Note] Name of Individual (Please Print) Name of Entity (Please Print) By: Signature Print Name of Authorized Person Signature Title Cash Advance on $[ ] TOTAL: $[ ] , 200_ To: [Lender]

Subordination. IfAny and all rights of Guarantor under any and all debts, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted liabilities and obligations owing from Obligor 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 Borrower Indebtedness. No payment in respect of any such subordinated obligations shall at any time be made to or accepted by Guarantor until if at the Guaranteed Obligations have been fully time of such payment any Indebtedness is outstanding. If any Event of Default has occurred, Obligor and finally paid any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Obligor's property are hereby authorized and performeddirected to pay to Lender the entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and insofar as may be necessary for that purpose, Guarantor hereby assigns and grants transfers to Lender a all rights to any and all debts, liabilities and obligations owing from Obligor to Guarantor, including any security interest in all for and guaranties of any such indebtedness and security thereforobligations, if any, of the Other Borrower to Guarantor whether now existing or hereafter arising, including without limitation any payments, 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 distributions out of the Loan Documents), dividends and payments that are payable upon any obligation business or assets of Obligor. Any amounts received by Guarantor in violation of the Other Borrower to Guarantor now existing or hereafter arising, foregoing provisions shall be received and to have all benefits held as trustee for the benefit 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 forthwith be paid over to Lender to be applied to the same except to pay it immediately to Lender; Indebtedness in such order and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts sequence as Lender shall in its sole discretion determine, without limiting or affecting any other right or remedy which Lender may require have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. Guarantor hereby expressly waives any right to evidence and perfect its interest and to permit set-off 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 assert 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 Obligor.

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 FCA’s or PRA’s (delete as appropriate) 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 the FCA or insolvency proceedings referred PRA (delete as appropriate) such information and auditor’s certificate in relation to below. In the event proposed payment as the FCA or PRA (delete as appropriate) 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 FCA or PRA (delete as appropriate). (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 FCA or PRA (delete as appropriate), reorganizationshall in the absence of proven error be treated and accepted by the FCA or PRA (delete as appropriate), 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, Any indebtedness of the Other Borrower is now or hereafter becomes indebted owing to Guarantor: such indebtedness each of Holdings, Trico Subsea Holding 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 Trico Subsea is hereby subordinated to the Guaranteed Obligations of the Borrower owing to the Guaranteed 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 Holdings, security interests Trico Subsea Holding and rights now Trico Subsea shall be collected, enforced and received by Holdings, Trico Subsea Holding or hereafter existing Trico Subsea, as the case may be, for the benefit of the Guaranteed Creditors and be paid over to secure the Administrative Agent on behalf of the Guaranteed Creditors on account of the Guaranteed Obligations; Guarantor shall not be entitled , but without affecting or impairing in any manner the liability of Holdings, Trico Subsea Holding or Trico Subsea under the other provisions of this Guaranty. Prior to enforce the transfer by Holdings, Trico Subsea Holding or receive payment, directly Trico Subsea of any note or indirectly, of negotiable instrument evidencing any such indebtedness of the Other Borrower to Guarantor Holdings, Trico Subsea Holding or Trico Subsea, 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 Holdings, Trico Subsea Holding and Trico Subsea 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 Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until the all Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to belowfull in cash. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, If and to have all benefits of any security therefor, until the extent required in order for the Guaranteed Obligations have been fully of each of Holdings, Trico Subsea Holding and finally paid Trico Subsea to be enforceable under applicable federal, state and performed. Ifother laws relating to the insolvency of debtors, notwithstanding the foregoing provisionsmaximum liability of Holdings, Guarantor should receive Trico Subsea Holding or Trico Subsea, as the case may be, hereunder shall be limited to the greatest amount which can lawfully be guaranteed by Holdings, Trico Subsea Holding or Trico Subsea, as the case may be, under such laws, after giving effect to any paymentrights of contribution, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender reimbursement and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights subrogation arising under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty12.07.

Subordination. IfGuarantor hereby subordinates all debts and liabilities of Borrower to Guarantor, for any reason whatsoeverwhether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts 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 (collectively, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects “Guarantor Claims”) to the Guaranteed Obligations obligations at any time owing by Borrower to Administrative Agent or any Lender under the Warehousing Notes and the other Loan Documents. Guarantor assigns all Guarantor Claims to all liensAdministrative Agent, on behalf of Lenders, as security interests for this Guaranty, the Warehousing Notes and rights now the other Loan Documents. Guarantor agrees not to receive or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive paymentcollect, directly or indirectly, from Borrower or any other party any amount upon or in respect of any such indebtedness Guarantor Claims until all obligations of Borrower under the Other Borrower to Guarantor until Warehousing Notes and the Guaranteed Obligations other Loan Documents have been fully and finally paid indefeasibly paid, and performed; the availability of any further Loan or other extension of credit under the Credit Agreement has also been indefeasibly terminated. Guarantor hereby assigns further agrees not to assign all or any part of Guarantor Claims unless Administrative Agent has given its prior written consent and, if such consent is granted in Administrative Agent’s sole discretion, such assignment is expressly made subject to the terms of this Guaranty. Upon the occurrence of an Event of Default which has not been waived in writing by Administrative Agent and grants upon request of Administrative Agent (a) all instruments evidencing Guarantor Claims shall be duly endorsed and delivered to Lender a Administrative Agent, and (b) all security interest for Guarantor Claims shall be duly assigned and delivered to Administrative Agent. Guarantor shall execute, file and record such documents and instruments and take such other action as Administrative Agent deems necessary or appropriate to perfect, preserve and enforce Administrative Agent’s and Lenders’ rights in all such indebtedness and to Guarantor Claims and any security therefor. If Guarantor fails to take any such action, if anyAdministrative Agent, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor upon the Other Borrower to Guarantor now existing or hereafter arising, including any dividends occurrence of an Event of Default which has not been waived in writing by Administrative Agent. The foregoing power of attorney is coupled with an interest and payments pursuant to debtor relief or insolvency proceedings referred to belowcannot be revoked. 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. Ifthat, notwithstanding anything to the foregoing provisionscontrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution that which is prohibited as provided above in by this Section 4Guaranty, Guarantor shall pay the same agrees to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution hold in trust for Lender Administrative Agent and Lenders an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the same amount of such funds, payments, claims or distributions so received except to pay it immediately them promptly to Lender; Administrative Agent, and Guarantor shall covenants promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require pay the same 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 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 (as defined in the Note), 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 the Agent on behalf of itself and the Investor 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 reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; performed (other than as to any surviving indemnity obligations as to which no claim is then pending); (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 performedperformed (other than as to any surviving indemnity obligations as to which no claim is then pending). 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 Xxxxxx 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. IfSubject to the terms hereof, for any reason whatsoevereach of the Subordinating Creditors hereby subordinates and defers, to the extent and in the manner set forth herein, the Other Borrower is payment (including, without limitation, in any Insolvency Proceeding (as defined herein)) of any and all Indebtedness which may be now or hereafter becomes indebted owing by any Applicable Debtor to Guarantor: any such indebtedness and all interest thereon and all liensSubordinating Creditor (whether by reason of subrogation rights of such Subordinating Creditor or otherwise) as may be evidenced by any promissory notes and/or any other documents, security interests and rights instruments or agreements now or hereafter existing with respect executed and delivered by any Applicable Debtor to property of any Subordinating Creditor (all such amounts, notes, documents, instruments, and agreements being hereinafter referred to as the Other Borrower securing same shall, at all times, be subordinate in all respects “Subordinated Debt”) to the Guaranteed Obligations prior payment and to satisfaction in full in cash of any and all liens, security interests and rights Senior Debt which may be now or hereafter owing to the Lender Group by the Applicable Debtors. “Senior Debt”, as used herein, shall mean any and all Obligations (as defined in the Loan Agreement), including, without limitation, any and all now existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce and future indebtedness, obligations or receive payment, directly or indirectly, of any such indebtedness liabilities of the Other Borrower Applicable Debtors under the Loan Agreement to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; Guarantor hereby assigns and grants to Lender a security interest Group, whether direct or indirect, absolute or contingent, secured or unsecured, arising under, or in all such indebtedness and security thereforconnection with, if anythe Loan Agreement or any other Loan Documents (including, without limitation, any guaranty executed in connection therewith) in favor of the Other Borrower Lender Group, as each of the foregoing may be from time to Guarantor now existing time amended, modified, waived, supplemented, extended, renewed, deferred, refinanced or hereafter arisingrestated, by operation of law or otherwise, including any dividends and payments pursuant all expenses (including, without limitation, reasonable attorneys’ fees and disbursements), premiums, fees and charges incurred in connection therewith and any interest thereon, including, without limitation, any post-petition interest accruing on such Senior Debt after any Applicable Debtor becomes subject 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 an Insolvency Proceeding (whether or not such interest is allowable or enforceable against such Applicable Debtor or recoverable against such Applicable Debtor or its bankruptcy estate), whether by means of an Event of Default adequate protection payment or otherwise. Senior Debt shall have occurred under any also include all indebtedness, obligations and liabilities of the Applicable Debtors to repay any amounts previously paid by the Applicable Debtors pursuant to the Loan Documents)Agreement, dividends and payments that are payable upon any obligation which amounts have been returned to the Applicable Debtors or to a trustee by the Lender Group pursuant to Sections 547 or 548 of the Other Borrower to Guarantor now existing United States Bankruptcy Code 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 otherwise under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantyapplicable legislation.

Subordination. If, for any reason whatsoeverNotwithstanding anything to the contrary contained in this Note, the Other Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness and Holder hereby subordinates all interest thereon and all liensclaims arising under, security interests and rights now or hereafter existing with respect to property or out of this Note to all Senior Indebtedness in the manner and to the extent hereinafter provided: 8.1. The Company shall not make any payments to the Holder of this Note on account of any Obligation in respect of this Note, including the principal of and interest on the Note and may not purchase, redeem or otherwise retire or acquire this Note: (i) upon the maturity of all of the Other Borrower securing same shallCompany’s Senior Indebtedness by lapse of time, at all timesacceleration (unless waived) or otherwise, be subordinate unless and until such Senior Indebtedness is first Paid in all respects Full; or (ii) in the case of a Senior Default relating to the Guaranteed Obligations and failure to all lienspay any principal of, 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 thereforpremium, if any, or interest or other amounts on the Company’s Senior Indebtedness, when such Senior Indebtedness becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist and any such acceleration has been rescinded or such Senior Indebtedness has been Paid in Full. 8.2. Upon (i) the happening of a Senior Default hereunder other than a Payment Default that permits the Senior Lenders to accelerate the maturity of such Senior Indebtedness and (ii) written notice of such Senior Default delivered to Holder (with a copy to the Company) by the Senior Lenders or representatives of the Other Borrower Senior Lenders (a “Payment Blockage Notice”), then, unless and until such Senior Default has been cured or waived or otherwise has ceased to Guarantor now existing exist, no payment shall be made by the Company to the Holder on account of any Obligations. Notwithstanding the preceding sentence (but subject to the other provisions of this Section 8), unless the Senior Indebtedness in respect of which such Senior Default exists has been declared due and payable in its entirety within 364 days after the Payment Blockage Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or hereafter arisingwaived) or a Payment Default has occurred and is continuing, including at the end of the Payment Blockage Period, the Company shall be permitted to pay all sums not previously paid to the Holder of this Note during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on this Note. Any number of Payment Blockage Notices may be given; provided, however, that: (i) not more than one Payment Blockage Notice shall be given within a period of any dividends 540 consecutive days, and payments (ii) no Senior Default that is not a Payment Default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period shall be made the basis for the commencement of any other Payment Blockage Period unless such Senior Default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any subsequent breach of any financial covenants during the period after the delivery of such initial Payment Blockage Notice that in either case, would give rise to a Non-Payment Default pursuant to debtor relief any provisions under which a Non-Payment Default previously existed or insolvency proceedings referred was continuing shall constitute a new Non-Payment Default for this purpose). 8.3. If any Event of Default has occurred and is continuing, the Holder will not exercise or seek to below. In exercise any rights or remedies with respect thereto, will not bring any action or proceeding to recover the event Obligations or to exercise any rights or remedies and will not accelerate the maturity of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower Obligations (except to the extent such acceleration occurs 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 a result of an Event of Default under Section 6.1(e), Section 6.1(f) or Section 6.1(g)) unless (1) the Holder has given notice of such Event of Default to the Senior Lenders or the agent or representative of the Senior Lenders and at least 364 days have elapsed since the delivery of such notice or (2) the Senior Indebtedness has been Paid in Full. Notwithstanding anything to the contrary expressed or implied herein, this Section 8.3 shall have occurred not restrict or prevent the acceleration of the maturity of the Obligations upon an Event of Default under Sections 6.1 (e), (f) or (g) or the accrual of interest at the rate provided in Section 2.3 (c) following an Event of Default. 8.4. In the case of any distribution of the assets of the Company to its creditors, under bankruptcy law or by virtue of receivership or other court proceedings, assignment for the benefit of creditors, liquidation, dissolution, or otherwise, all dividends and payments on account of the Obligations shall be payable to (or for the benefit of) the Senior Lenders, if any, until all Senior Indebtedness (including, without limitation, interest accrued thereon after the initiation of any proceeding under bankruptcy law or any other kind of insolvency proceeding, whether or not any such Senior Lender would, under applicable law, be entitled to receive dividends or payments with respect to such interest in such proceeding) has been Paid in Full, and the Holder hereby assigns to the Senior Lenders all such dividends and payments to the extent of the unpaid Senior Indebtedness. If any such dividends or payments come directly or indirectly into the Holder’s control or possession, it will receive them as trustee for the benefit of such Senior Lenders and will immediately pay them to (or for the benefit of) such Senior Lenders until the Senior Indebtedness is Paid in Full. 8.5. To the extent any payment of Senior Indebtedness is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the Loan Documents), dividends and payments that are payable upon any obligation reasons described in the preceding sentence) of the Other Borrower Company’s obligations to Guarantor now existing make any distribution or hereafter arisingpayment pursuant to any Senior Indebtedness, and except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Indebtedness in cash, shall have all benefits no force or effect for purposes 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 subordination provisions contained in this Section 48, Guarantor with any turnover of payments as otherwise calculated pursuant to this Section 8 to be made as if no such diminution had occurred. The Company shall pay promptly give written notice to the same Holder of any such dissolution, winding-up, liquidation or reorganization of the Company; provided that any delay or failure to Lender immediatelygive such notice shall have no effect on the subordination provisions contained in this Section 8. 8.6. If a distribution is made to the Holder that because of this Section 8 should not have been made to the Holder, Guarantor hereby agreeing that it the Holder shall receive the payment, claim or hold such distribution in trust for Lender the Senior Lenders and shall have absolutely no dominion over the same except to pay it immediately over to them (or their designees) as their interests may appear, without defense, offset, recoupment, deduction, or counterclaim of any kind, and such Senior Lenders shall apply all such amounts on account of the applicable Senior Indebtedness, which shall be permanently reduced by such amounts. 8.7. The right of any present or future Senior Lender to enforce subordination of this Note pursuant to the provisions of this Section 8 shall not at any time be prejudiced or impaired by any act or failure to act on the part of the Company or any such Senior Lender; , including, without limitation, any forbearance, waiver, consent, compromise, amendment, extension, renewal, or taking or release of security of or in respect of any Senior Indebtedness or by noncompliance by the Company with the terms of such subordination regardless of any knowledge thereof the Holder may have or otherwise be charged with having. 8.8. Each present and Guarantor future Senior Lender shall promptly upon request be an intended third party beneficiary of the provisions of this Section 8. Each Senior Lender from time (or the representative or agent for each Senior Lender) shall give notice to time execute such documents and perform such acts the Holder as Lender provided herein of the address where the Holder may require to evidence and perfect its interest and to permit or facilitate exercise of its rights provide notices under this Section 48 to the Senior Lenders or their representative or agent. 8.9. Notwithstanding anything to the contrary expressed or implied herein, including, but the Company shall not limited to, execution be restricted as a result of this Section 8 or the subordination provisions hereof from exercising its right to reduce the Obligations by such payments as are due and delivery of financing statements, proofs of claim, further assignments and security agreementspayable to Company pursuant to Section 9.1 hereof, and delivery in the event the Company does exercise such right, the Holder shall have no duties, obligations or liabilities as a result thereof to any Senior Lender under this Section 8 or the subordination provisions hereof. The failure to make a payment on account of any promissory notes Obligations under this Note by reason of any provision of this Section 8 shall not be construed as preventing the occurrence of a Default or an Event of Default under Section 6.1 or in any way limit the rights of any Holder to pursue any other instruments evidencing indebtedness rights or remedies with respect to this Note except as expressly provided in Section 8.3 herein. This Section 8 defines the relative rights of Holder and Senior Lenders. Nothing in this Note shall: (1) impair, as between the Company and Holder, the obligation of the Other Borrower Company, to Guarantor. All promissory notespay, accounts receivable ledgers or other evidenceswhen due, now or hereafter held by Guarantor, the Obligations; (2) affect the relative rights of obligations Holder and creditors of the Other Borrower Company other than their rights in relation to Guarantor shall contain the Senior Lenders; or (3) prevent any Holder from exercising its available remedies upon a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is Default or Event of Default, subject to the terms rights of the Senior Lenders to receive distributions and payments otherwise payable to Holder as provided herein and subject to Section 8.3 herein with respect to the exercise of remedies upon an Event of Default. Subject to the payment in full in cash of all Senior Indebtedness of the Company, the Holder shall be subrogated to the rights of the Senior Lenders to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until all amounts owing on this Note shall be paid in full, and for the purpose of such subrogation no such payments or distributions to the Senior Lenders by or on behalf of the Company, or by or on behalf of the Holder by virtue of this GuarantySection 8, which otherwise would have been made to the Holder shall, as between the Company and the Holder, be deemed to be payment by the Company on account of such Senior Indebtedness, it being understood that the provisions of this Section 8 are and are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the Senior Lenders, on the other hand. 8.10. In addition to the terms defined elsewhere in this Note, as used herein, the following terms shall have the respective meanings set forth below:

Subordination. If, for any reason whatsoever, the Other Borrower is Borrowers are now or hereafter becomes become 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 Borrowers 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 Borrowers 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 Borrowers to Guarantor now existing or hereafter arisingarising by reason of any payment by Guarantor in respect of the Guaranteed Obligations or the Loan, 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 any 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 Borrowers 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 Borrowers to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower Borrowers 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: : (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) Guarantor hereby agrees that the Subordinated Indebtedness (as hereinafter defined) is deferred, for any reason whatsoeverpostponed in favor of and subordinated to, and shall be junior in right of payment to, the Other prior indefeasible payment in full, in cash, of the Guaranteed Obligations, the Secured Indebtedness and satisfaction of all obligations of Borrower is now to Lender under the Loan Documents. If any sums shall be paid to Guarantor by Borrower or hereafter becomes indebted any other person or entity on account of the Subordinated Indebtedness, such sums shall be held in trust by Guarantor for the benefit of Lender and shall forthwith be paid to Lender without affecting the liability of Guarantor under this Guaranty Agreement and may be applied by Lender against the Indebtedness or the Guaranteed Obligations in such order and manner as Lender may determine in its sole discretion. Upon the request of Lender, Guarantor shall execute, deliver, and endorse to Lender such documents and instruments as Lender may request to perfect, preserve, and enforce its rights hereunder. For purposes of this Guaranty, the term "Subordinated Indebtedness" means all indebtedness, liabilities, and obligations of Borrower to Guarantor: , whether such indebtedness indebtedness, liabilities, and all interest obligations now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor; provided, however, that the term "Subordinated Indebtedness" shall not mean or include any distributions by Borrower to its constituent members or partners, direct or indirect (including Guarantor) pursuant to the formation documents of Borrower at any time when no Event of Default (as defined in the Loan Agreement) exists. (b) Guarantor agrees that any and all liens, security interests interests, judgment liens, charges, or other encumbrances upon Borrower's assets securing payment of any Subordinated Indebtedness shall be and rights now or hereafter existing with respect remain inferior and subordinate to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations (i) any and to all liens, security interests interests, judgment liens, charges, or other encumbrances upon Borrower's assets securing payment of the Secured Indebtedness or any part thereof, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attached and rights now or hereafter existing (ii) satisfaction of all obligations of Borrower to secure Lender under the Guaranteed Obligations; Loan Documents. Without the prior written consent of Lender until the Secured Indebtedness has been paid in full, Guarantor shall not be entitled to (1) file suit against Borrower or exercise or enforce any other creditor's right it may have against Borrower, or receive payment(2) foreclose, directly repossess, sequester, or indirectlyotherwise take steps or institute any action or proceedings (judicial or otherwise, of GUARANTY OF RECOURSE OBLIGATIONS including without limitation the commencement of, or joinder in, 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 thereforliquidation, if anybankruptcy, of the Other Borrower to Guarantor now existing or hereafter arisingrearrangement, including any dividends and payments pursuant to debtor debtor's relief or insolvency proceedings referred proceeding) to below. enforce any liens, security interests, collateral rights, judgments or other encumbrances held by Guarantor on assets of Borrower. (c) In the event of any receivership, bankruptcy, reorganization, arrangement rearrangement, debtor's relief, or other debtor relief or insolvency proceedings proceeding involving the Other Borrower as debtor, Lender shall have the right to prove its and vote any claim in any such proceeding so as to establish its rights hereunder under the Subordinated Indebtedness and shall have the right to receive directly from the receiver, trustee or other court custodian (whether or not an Event of Default shall have occurred under any all dividends, distributions, and payments made in respect of the Loan Documents)Subordinated Indebtedness. Lender may apply any such dividends, dividends distributions, and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until against the Guaranteed Obligations have been fully in such order and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts manner as Lender may require to evidence and perfect determine in its sole discretion. Guarantor hereby appoints Lender as Guarantor's attorney‑in‑fact, which appointment is coupled with an interest and is irrevocable, to permit enable Lender to act in the place of Guarantor with respect to (i) any claim under the Subordinated Indebtedness 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 (ii) the receipt of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All such dividends, distributions and payments. (d) Guarantor agrees that all promissory notes, accounts receivable ledgers receivable, ledgers, records, or any other evidences, now or hereafter held by Guarantor, evidence of obligations of the Other Borrower to Guarantor Subordinated Indebtedness shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. If, for any reason whatsoever, the Other Borrower is now or hereafter becomes indebted to Guarantor: : (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; ; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of the Other Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; ; (c) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of the Other Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of 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 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, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Subordination. IfEach Borrower agrees that any and all claims of such Borrower against the other Borrowers, for any reason whatsoeverGuarantors or any endorser or other guarantor of all or any part of the Obligations, or against any of their respective properties, shall be subordinated to all of the Other Obligations. Notwithstanding any right of any Borrower is to ask for, demand, xxx for, take or receive any payment from the other Borrowers, all rights and Liens of such Borrower, whether now or hereafter becomes indebted arising and howsoever existing, in any assets of the other Borrowers (whether constituting part of the Collateral or otherwise) shall be and hereby are subordinated to Guarantor: the rights of the Administrative Agent, the Issuing Banks or the Lenders in those assets. Such Borrower 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 interest thereon of the Obligations shall have been Paid In Full and any Commitments of the Lenders and the Issuing Banks under, or in respect of, the Credit Facilities have 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 such 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 any Borrower to any other Borrower (“Inter-Borrower Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application to the applicable Obligations, due or to become due, until such Obligations shall have first been Paid In Full and all Commitments of the Other Lenders and the Issuing Banks under, or in respect of, each Credit Facility, have terminated. Each Borrower securing same shallirrevocably authorizes and empowers the Administrative Agent, at all timesand each of the Lenders and the Issuing Banks to demand, be subordinate 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 Borrower such proofs of claim and take such other action, in all respects the Administrative Agent’s, such Lender’s or such Issuing Bank’s own name or in the name of such Borrower or otherwise, as the Administrative Agent, any Lender or any Issuing Bank may deem reasonably necessary or reasonably advisable for the enforcement of this Agreement. After the occurrence and during the continuance of an Event of Default, each Lender and each Issuing Bank may vote, with respect to the Guaranteed Obligations and owed to all liensit, 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, such proofs 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 proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Except as permitted under Section 9.06(b), should any payment, distribution, security or instrument or proceeds thereof be received by any Borrower upon or with respect to establish its rights hereunder the Inter-Borrower Indebtedness prior to the Payment In Full of all of the Obligations and the termination of all Commitments, such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and shall have forthwith deliver the right same to receive directly from the receiverAdministrative Agent in precisely the form received (accompanied by the endorsement or assignment of such Borrower where necessary), trustee or other custodian (whether for application to the Obligations, due or not due, and, until so delivered, the same shall be held in trust by such Borrower as the property of the Administrative Agent, the Issuing Banks and the Multicurrency Lenders. After the occurrence and during the continuance of an Event of Default shall have occurred under Default, if any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Issuing Banks or the Lenders, the Administrative Agent, the Issuing Banks or the Lenders (or any of their respective officers or employees) are hereby irrevocably authorized to make the same. Each Borrower agrees that until the Obligations have been Paid In Full and all Commitments of the Lenders and the Issuing Banks under or in respect of each Credit Facility have terminated, such Borrower will not assign or transfer to any Person any claim such Borrower has or may have against any other Borrower (other than in favor of the Administrative Agent pursuant to 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. IfAny and all rights of Guarantor under any and all debts, for any reason whatsoever, the Other liabilities and obligations owing from Borrower is now or hereafter becomes indebted to Guarantor: such indebtedness , including any security for and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of the Other Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, guaranties of any such indebtedness obligations, whether now existing or hereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Other Indebtedness. No payment in respect of any such subordinated obligations shall at any time be made to or accepted by Guarantor if at the time of such payment any Indebtedness is outstanding. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to Guarantor until pay to Silicon the Guaranteed Obligations have been fully entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and finally paid and performed; insofar as may be necessary for that purpose, Guarantor hereby assigns and grants transfers to Lender a security interest in Silicon all such indebtedness rights to any and security thereforall debts, if any, of the Other liabilities and obligations owing from Borrower to Guarantor Guarantor, including any security for and guaranties of any such obligations, whether now existing or hereafter arising, including without limitation any payments, dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and payments pursuant held as trustee for the benefit of Silicon and shall forthwith be paid over to debtor relief Silicon to be applied to the Indebtedness in such order and sequence as Silicon shall in its sole discretion determine, without limiting or insolvency proceedings referred to belowaffecting any other right or remedy which Silicon may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving the Other Borrower as debtor, Lender shall have the Guarantor Silcon Valley Bank Cross-Corporate Continuing Guaranty _________________________________________________________________________ hereby expressly waives any right to prove its claim in set-off or assert any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred under any of the Loan Documents), dividends and payments that are payable upon any obligation of the Other Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 4, Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 4, including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of the Other Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of the Other Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guarantycounterclaim against Borrower.

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