All Subordinated Debt is hereby made expressly subordinate and junior to all Senior Debt to the extent and in the manner set forth in this Agreement, and Subordinated Creditor hereby subordinates to Senior Lender and the Senior Secured Parties any security interest or Lien that Subordinated Creditor may have or may acquire in any property of any of the Obligors and agrees not to take any Collection Action except as provided in this Agreement, in each case until such Senior Debt is Paid in Full. The payment by any one or more of the Obligors of any and all Subordinated Debt shall be subordinate and subject in priority and right of payment, to the extent and in the manner hereinafter set forth, to the Senior Debt until such Senior Debt is Paid in Full.

The Senior Creditors and the Subordinated DebtCreditor agree that it is hereby made expressly subordinatetheir intention that, although the Liens securing their respective claims are separate and junior todistinct, the Collateral securing the Senior Obligations and the Subordinated Obligations be identical. Until all Senior Debt shall have been Paid In Full, # the Subordinated Creditor agrees that it shall not acquire or hold any Lien on any property of any Obligor (or any subsidiary thereof) or any other Person to secure any Subordinated Debt which property is not also subject to the extent and in the manner set forth in this Agreement, and Subordinated Creditor hereby subordinates to Senior Lender andLien of the Senior Secured Parties any security interest or Lien that Subordinated Creditor may have or may acquire in any property of any ofunder the ObligorsSenior Debt Documents, and # each Obligor agrees not to takegrant any Collection Action except as providedLien on any of its property, or permit any of its subsidiaries or any other Person to grant a Lien on any of its property in this Agreement,favor of the Subordinated Creditor unless it, or such subsidiary, has granted a similar Lien on such Property in each case until suchfavor of the Senior Secured Parties under the Senior Debt Documents. If the Subordinated Creditor shall nonetheless acquire any Lien on any property to secure the Subordinated Debt, which property is Paidnot also subject to a Lien in Full. The payment by any one or morefavor of the ObligorsSenior Secured Parties to secure the Senior Debt, then Subordinated Creditor shall, without the need for any further consent of any other Person and allnotwithstanding anything to the contrary in any Subordinated Debt shallDocument, also hold and be subordinatedeemed to have held such Lien for the benefit of the Senior Secured Parties as security for the Senior Debt subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and subject in priority and right of payment,turnover hereunder to the extent and in the manner hereinafter set forth,otherwise required hereunder (subject to the Senior Debt until such Senior Debt is Paid in Full.priorities set forth herein).

Miscellaneous. Subordinated Creditor represents and warrants that all Subordinated Debt is hereby made expressly subordinateowing only to, and junior tois solely owned directly and beneficially by, Subordinated Creditor free and clear of all Liens, and that Subordinated Creditor has not previously assigned any interest in any Subordinated Debt. This Agreement may be changed, modified or waived only by a writing signed by Subordinated Creditor and Senior DebtLender, and the Obligors to the extent bound thereby. All notices to be given under this Agreement must be in writing and shall be effective only when given at the addresses and to the attention of the Persons stated on the Address Schedule attached hereto, or at such other address or to the attention of such other Person as the recipient has designated after the date hereof in writing to the sending party. No party is obligated to give any other party any notices under this Agreement except as expressly set forth herein. Any communication or notice so addressed and mailed shall be deemed to be given # three (3) Business Days after deposit in the manner set forthUnited States mails, with proper postage prepaid, # when sent after receipt of confirmation or answerback if sent by telecopy, or other similar facsimile transmission, # one (1) Business Day after deposited with a reputable overnight courier with all charges prepaid, or # when delivered, if hand-delivered by messenger. This Agreement may be executed and accepted in any number of counterparts, each of which shall be an original with the same effect as if the signatures were on the same instrument. The delivery of a copy of an executed counterpart of the signature page to this Agreement,Agreement by telecopier or other electronic means (including by email) shall be effective as delivery of a manually executed counterpart of this Agreement. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, this Agreement shall be construed as not containing such provision and the invalidity of such provision shall not affect the validity of any other provisions hereof, and any and all other provisions hereof that otherwise are lawful and valid shall remain in full force and effect. The provisions of this Agreement shall govern and control in the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any Subordinated Debt Document or any other agreement, instrument or document to which Subordinated Creditor hereby subordinates to Senior Lender and the Senior Secured Parties any security interest or Lien that Subordinated Creditor may have or may acquire in any property of any of the Obligors and agrees not to take any Collection Action except as provided in this Agreement, in each case until such Senior Debt is Paid in Full. The payment by any one or more of the Obligors is a party. The section headings of anythis Agreement are for convenience only and all Subordinated Debt shall be subordinate and subject in priority and right of payment, to the extent and in the manner hereinafter set forth, to the Senior Debt until such Senior Debt is Paid in Full.have no legal effect.

Payments in Contravention of this Agreement; Subrogation. Any payment made expressly subordinate and junior to all Senior Debt to the extent and in the manner set forth in this Agreement, and Subordinated Creditor hereby subordinates to Senior Lender and the Senior Secured Parties any security interest or Lien that Subordinated Creditor may have or may acquire in any property of any of the Obligors and agrees not to take any Collection Action except as provided in this Agreement, in each case until such Senior Debt is Paid in Full. The payment by any one or more of the Obligors and received by Subordinated Creditor in violation of any and all Subordinated Debtprovision of this Agreement shall be subordinateheld in trust by Subordinated Creditor for Senior Lender and subjectthe Senior Secured Parties and shall be promptly delivered, in priority and right of payment,kind, to Senior Lender to the extent necessary to pay in full all Senior Debt in accordance with its terms. Upon all Senior Debt being Paid in Full, Subordinated Creditor shall be subrogated to all rights of Senior Lender and in the manner hereinafter set forth,each Senior Secured Party to receive all further payments or distributions applicable to the Senior Debt until suchthe Subordinated Debt shall have been paid in full but only to the extent of payments on the Subordinated Debt paid to Senior Lender and any Senior Secured Party pursuant to this Agreement and subject to the terms of any other subordination or comparable agreement applicable to the Subordinated Debt. For purposes of Subordinated Creditor’s subrogation rights hereunder, payments to Senior Lender and any Senior Secured Party with respect to the Senior Debt is Paid in Full.that Subordinated Creditor would have been entitled to receive with respect to the Subordinated Debt but for the provisions of this Agreement shall not, as between any Obligor, its creditors (other than Senior Lender and any Senior Secured Party), Subordinated Creditor, be deemed payments with respect to the Senior Debt, but rather shall be deemed payments with respect to the Subordinated Debt, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of Senior Debt, on the one hand, and the holders of the Subordinated Debt, on the other hand.