Miscellaneous. Subordinated Creditor represents and warrants that all Subordinated Debt is owing only to, and is 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 Lender, 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 United 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 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 and any one or more of the Obligors is a party. The section headings of this Agreement are for convenience only and shall have no legal effect.

Miscellaneous. Subordinated Creditor represents and warrants that allAll Subordinated Debt is owing only to,hereby made expressly subordinate and is solely owned directlyjunior to all Senior Debt to the extent and beneficially by,in the manner set forth in this Agreement, and Subordinated Creditor freehereby subordinates to Senior Lender and clear of all Liens, andthe Senior Secured Parties any security interest or Lien that Subordinated Creditor has not previously assigned any interestmay have or may acquire in any Subordinated Debt. This Agreement may be changed, modified or waived only by a writing signed by Subordinated Creditor and Senior Lender, andproperty of any of the Obligors and agrees not 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 givetake any other party any notices under this AgreementCollection Action 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 depositprovided in the United States mails, with proper postage prepaid, # when sent after receipt of confirmation or answerback if sentthis Agreement, in each case until such Senior Debt is Paid in Full. The payment 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 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 and 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 a party. The section headings of this Agreement are for convenience only and shall have no legal effect.Paid in Full.

Miscellaneous. Subordinated Creditor represents and warrants thatexpressly waives all Subordinated Debt is owing only to, and is 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 Lender, 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 attentionnotice of the Persons stated on the Address Schedule attached hereto,acceptance by Senior Lender 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 United 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 counterpartSenior Secured Party of the signature page to this Agreement by telecopier orsubordination and 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 inall other notices whatsoever not specifically required pursuant to the eventterms of this Agreement, and expressly waives reliance by Senior Lender and any Senior Secured Party upon the subordination and other agreements as herein provided. Subordinated Creditor agrees that Senior Lender and each Senior Secured Party has made no warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of any conflict between any term, covenantSenior Document, or condition of this Agreement and any term, covenant or conditionthe collectability of any Subordinated Debt Document or any other agreement, instrument or documentSenior Debt. Senior Lender and each Senior Secured Party shall be entitled to which Subordinated Creditormanage and supervise its loans to and affairs with any one or more of the Obligors is a party. The section headingsin accordance with applicable law and its usual practices, modified from time to time as it deems appropriate under the circumstances, without regard to the existence of this Agreement are for convenience only and shallany rights that Subordinated Creditor may now or hereafter have no legal effect.in or to any of the assets of any one or more of the Obligors.