DEBT SUBORDINATION AGREEMENT
Presidential
Financial Corporation (“Presidential”)
Caller
Service #105100
Xxxxxx,
XX 00000-0000
Gentlemen:
In consideration of the line of credit
to OE SOURCE,
L.C.,
(hereinafter called "Debtor"), undersigned hereby agrees that any and all
liability that said Debtor may now or hereafter owe to undersigned shall be
subordinate and junior to any and all liability said Debtor may now or hereafter
owe to you direct or contingent. Undersigned also agree that any
collateral that undersigned shall have to secure its indebtedness will be
subordinate and junior to you.
The undersigned will require no
payments from the Debtor on liability hereby subordinated as long as said Debtor
is liable to you in any amount, direct or contingent. Should any such payment be
received by undersigned, or should any dividend or other distribution be
received by undersigned in any bankruptcy, receivership, liquidation or other
proceeding on account of the liability hereby subordinated; such payment,
dividend or other distribution will be received and held in trust for you and
will be paid over to you to apply on the liability of said Debtor to you until
the same is paid in full, and for this purpose said liabilities are hereby
assigned to you.
Undersigned also agrees that he will
take no action to enforce any security interest in any property of the Debtor,
nor will he declare a default in any obligations owed to him by the Debtor, or
otherwise accelerate or attempt to accelerate the indebtedness owed to him by
the Debtor.
This subordination shall take effect
without any notice from you to the undersigned of the acceptance thereof or of
the extension of credit to or the purchase of liabilities of said
Debtor. Should the undersigned elect to convert to equity the
indebtedness owed to it by Debtor, this subordination agreement shall
terminate.
IN WITNESS WHEREOF, this instrument has
been signed and sealed by the undersigned this 26th day of August,
2008.
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By:
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Name: Xxxxx
Xxxxxxxxxxx
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Title:
Chief
Financial Officer
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WITNESS:
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By:
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ACCEPTED
BY:
PRESIDENTIAL
FINANCIAL CORPORATION
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By:
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Name:
Xxxxxxx Xxxxxxx
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Title: Senior
Vice
President
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