Subordination. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Secured Accounts, or any financial asset credited thereto, the Securities Intermediary hereby subordinates any such security interest therein to the security interest of the Secured Party in the Secured Accounts, in all property credited thereto and in all security entitlements with respect to such property. Without limitation of the foregoing, the Securities Intermediary hereby subordinates to such security interest of the Secured Party any and all statutory, regulatory, contractual or other rights now or hereafter existing in favor of the Securities Intermediary over or with respect to any Secured Account, all property credited thereto and all security entitlements to such property (including # any and all contractual rights of set-off, lien or compensation, # any and all statutory or regulatory rights of pledge, lien, set-off or compensation, # any and all statutory, regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Debtor with respect to any Secured Account or # any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment, collateral assignment or granting of any type of security interest in any Secured Account), except the Securities Intermediary may set off # the face amount of any checks that have been credited to any Secured Account but are subsequently returned unpaid because of uncollected or insufficient funds and # reversals or cancellations of payment orders and other electronic fund transfers.

Subordination. In the event thatSubordination of Lien, Etc. If the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any of the Secured Accounts,Company Collateral Account or any financial assetsecurity entitlement credited thereto, the Securities Intermediary hereby subordinates anyagrees that such security interest thereinshall be subordinate to the security interest of the Secured Party inCollateral Agent for the Secured Accounts, in all property credited thereto and in all security entitlements with respect to such property. Without limitation of the foregoing, the Securities Intermediary hereby subordinates to such security interestbenefit of the Secured PartyParties. The property credited to any and all statutory, regulatory, contractualCompany Collateral Account will not be subject to deduction, set-off, banker’s lien, or any other rights now or hereafter existingright in favor of any Person other than the Securities Intermediary over or with respect to any Secured Account, all property credited thereto and all security entitlements to such property (including # any and all contractual rights of set-off, lien or compensation, # any and all statutory or regulatory rights of pledge, lien, set-off or compensation, # any and all statutory, regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Debtor with respect to any Secured Account or # any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment, collateral assignment or granting of any type of security interest in any Secured Account), exceptCollateral Agent (except that the Securities Intermediary may set set-off # all amounts due to the Securities Intermediary in respect of its customary fees and expenses for the routine maintenance and operation of the Company Collateral Accounts, and # the face amount of any checks thatpayments received by check, wire transfer, ACH or otherwise which have been credited to any SecuredCompany Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds and # reversals or cancellations of payment orders and other electronic fund transfers.funds).