reimbursement obligations in connection with letters of credit that are secured by Cash and issued on behalf of a Borrower or a Subsidiary for real estate purposes in the ordinary course of business in an amount up to Two Million Dollars ($2,000,000), and otherwise in an amount not to exceed $1,000,000) at any time outstanding;

Subordinated Indebtedness. Any series, class or type of Subordinated Indebtedness permitted hereunder or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations of the Credit Parties hereunder, as provided in the corresponding Subordination Agreement or the subordination terms of such Subordinated Indebtedness, if applicable, or as a result of any structural change thereto, or any Credit Party, any Affiliate of any Credit Party, or the holders of 25% or more of such series, class or type of such Subordinated Indebtedness shall so assert;

accounts payable (for the deferred purchase price of property or services) which are from time to time incurred in the ordinary course of business and which are not in excess of ninety (90) days past the invoice or billing date;

reimbursement obligations in connection with letters of credit provided by financial institutions other than SVB that are secured by Cash and issued on behalf of the Borrower or a Subsidiary thereof in an amount not to exceed ​ at any time outstanding;

contingent liabilities in respect of, or Indebtedness consisting of, any indemnification obligation, adjustment of purchase price, non‑compete, earnout, put obligations or similar obligations # of any Loan Party incurred in connection with the consummation of one or more acquisitions permitted hereunder or # incurred in connection with transfers, sales or other dispositions permitted hereunder and consummated after the Effective Date, in each case, so long as # such obligation is customary for transactions of its type, # the aggregate

The Obligations constitute “senior indebtedness” as such term or any other similar term is used in any applicable Permitted Subordinated Debt Indenture. The Indebtedness represented by any Permitted Subordinated Debt Indenture is subordinate to the Loans.

#Anti-Terrorism Laws. .............................................................................................................................. 8689

Subordinated Indebtedness Documentation. (i) There shall occur and be continuing any “Event of Default” (or any comparable term) under, and as defined in the documents evidencing or governing any Subordinated Debt, # any of the Obligations for any reason shall cease to be “Designated Senior Debt” (or any comparable term) under, and as defined in the documents evidencing or governing any Subordinated Indebtedness, # any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under , and as defined in, any documents evidencing or governing any Subordinated Indebtedness or # the subordination provisions of the documents evidencing or governing any Subordinated Indebtedness shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Indebtedness.

Insider Subordinated Indebtedness. Cause any Insider Indebtedness owing by any Loan Party to become Insider Subordinated Indebtedness # on or prior to the Closing Date, in respect of any such Insider Indebtedness in existence as of the Closing Date or # contemporaneously with the incurrence thereof, in respect of any such Insider Indebtedness incurred at any time after the Closing Date; provided that no Insider Indebtedness shall in any event and under any circumstances be secured by any assets of any Group Member.

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