MASTER SUBORDINATION AND INTERCREDITOR AGREEMENTMaster Subordination and Intercreditor Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • Maryland
This MASTER SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 10, 2005, is made by and among IBF FUND LIQUIDATING LLC, a Delaware limited liability company as the holder of the Seller Notes, as defined below (“Seller”), IBF FUND LIQUIDATING LLC, a Delaware limited liability company, as the holder of the Convertible Debentures, as defined below (“Debenture Holder”) (collectively, Seller and Debenture Holder are referred to individually and collectively as the “Subordinated Creditor”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the “Senior Lender”), and acknowledged by SUNSET BRANDS, INC., a Nevada corporation (“Guarantor”), its wholly-owned subsidiary and surviving corporation of the Merger, defined below, U.S. MILLS, INC., a Delaware corporation and successor in interest by merger to USM Acquisition Sub, Inc. (“Borrower”) (Guarantor and Borrower sometimes hereinafter are referred to individually as an “Obligor” and collectively
