Common use of Subordination; Subrogation Clause in Contracts

Subordination; Subrogation. Subordinated Creditor will not ask, demand, ▇▇▇ for, take or receive from the Obligor, by set-off or in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.

Subordination; Subrogation. Subordinated Creditor will Each Guarantor hereby expressly agrees that it shall not askexercise, demandagainst Borrower or any other Guarantor, ▇▇▇ foror other guarantor, take maker, endorser or receive from the ObligorPerson, and: (a) right which such Guarantor may now have or hereafter acquire by way of subrogation under this Guaranty, by set-off law or in otherwise or by way of reimbursement, indemnity, exoneration, or contribution; (b) right to assert defenses as the primary obligor of the Obligations; (c) other claim which it now has or may hereafter acquire against Borrower or any other manner, the whole Person or any part of any monies which may, now against or hereafter be owing by the Obligor, or any successor or assign of the Obligor, with respect to Borrower's property (including, without limitation, a receiverany property which has been pledged to secure the Obligations); or (d) right to enforce any remedy which any Lender may now have or hereafter acquire against Borrower or any other Guarantor, trustee or debtor any other guarantor, maker, endorser or Person; in possession (any case, whether any of the term “Obligor” hereinafter foregoing claims, remedies and rights may arise in equity, under contract, by payment, statute, common law or otherwise until all Obligations and Expenses have been indefeasibly paid in full in cash. If in violation of the foregoing any amount shall include be paid to any Guarantor on account of any such successor or assign of the Obligor) to Subordinated Creditor or rights at any time, such amount shall be owing by any other person, firm, partnership or corporation to Subordinated Creditor held in trust for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant Lenders and shall forthwith be paid to the DebentureAgent, including, without limitation, for the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness benefit of the Obligor Lenders, to be credited and applied against the Investors Obligations and Expenses, whether matured or unmatured, in accordance with respect to shares the terms of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor Notes and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Credit Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.

Subordination; Subrogation. Subordinated Creditor Until the payment and performance in full of all the Obligations, each Guarantor agrees not to exercise and each Guarantor hereby waives any rights against the other Guarantors as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Guarantor will not askprove any claim in competition with Agent or any Lender in respect of any payment hereunder in any proceedings of any nature under the applicable Debtor Relief Law; no Guarantor will claim any set-off, recoupment or counterclaim against the other Guarantors in respect of any liability of one Guarantor to the other Guarantor; and each Guarantor waives any benefit of and any right to participate in any Collateral which may be held by any Lender or any Agent. Each Guarantor agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Guarantor will not demand, ▇▇▇ forfor or otherwise attempt to collect any Indebtedness of the other Loan Parties to such Guarantor until all of the Obligations of the other Loan Parties shall have been paid in full. If, take notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive from the Obligor, by set-off or any amounts in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign respect of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign Indebtedness of the Obligor) other Loan Parties in violation of the foregoing sentence while any Obligations of the other Loan Parties are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Lenders and Agent and be paid over to Subordinated Creditor or be owing by any other personAgent, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interestLenders and Agent, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness on account of the Obligor to Obligations of such Guarantor without affecting in any manner the Investors with respect to shares liability of the Company’s Series D Senior Convertible Preferred Stock only pursuant to Guarantors under the liquidity provision other provisions hereof. The provisions of this section shall survive the Purchase Agreement, whether now existing expiration or hereafter arising directly between the Obligor termination of this Agreement and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedother Loan Documents.

Subordination; Subrogation. Subordinated Creditor will not ask, demand, ▇▇▇ for, take or receive from the Obligor, by set-off or (a) Guarantor subordinates to and postpones in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign favor of the Obligor, including, without limitation, a receiver, trustee or debtor in possession Obligations (the term “Obligor” hereinafter shall include i) any such successor or assign present and future debts and obligations of the Obligor) Tenant to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor Guarantor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless including: (A) salary, bonuses, and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only other payments pursuant to the liquidity provision any employment arrangement; (B) fees, reimbursement of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor expenses and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor other payments pursuant to the liquidity provision any independent contractor arrangement; (C) principal and interest pursuant to any Indebtedness; (D) distributions payable to any partners, members or shareholders of the Purchase Agreement, are hereinafter referred Guarantor or Affiliates of Guarantor; (E) lease payments pursuant to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive leasing arrangement; (F) any payment with respect to the Indebtedness, management fees; and (G) all rights, liens and security interests of Subordinated CreditorGuarantor, whether now or hereafter arising and howsoever existingarising, in any assets of the Obligor Tenant, and (ii) any liens or any assets security interests securing the Liabilities shall be and hereby are subordinated to the rights and interests payment of the Investors in those assets; and Subordinated Creditor Indebtedness. Guarantor shall have no right to possession of any such asset assets of Tenant or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until the Obligations have been paid and performed in full. Guarantor agrees that Landlord shall be subrogated to Guarantor with respect to Guarantor’s claims against Tenant and Guarantor’s rights, liens and security interest, if any, in any of Tenant’s assets and proceeds thereof until all of the Liabilities shall Obligations have been fully paid and satisfiedperformed in full. (b) After the occurrence of an Event of Default and until such Event of Default is cured or after the commencement of any bankruptcy or insolvency proceeding by or against Tenant and until such proceeding is dismissed, Guarantor shall not: (i) make any distributions or other payments to any partners, parent entities, or Affiliates of Guarantor (other than to Tenant); or (ii) directly or indirectly ask for, ▇▇▇ for, demand, take or receive any payment, by setoff or in any other manner, including the receipt of a negotiable instrument, for all or any part of the Indebtedness owed by Tenant, or any successor or assign of Tenant, including a receiver, trustee or debtor in possession (the term “Tenant” shall include any such successor or assign of Tenant) until the Obligations have been paid in full; however, if Guarantor receives such a payment, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured. Notwithstanding anything in this Section 5 to the contrary, after an Event of Default has occurred and is outstanding, Guarantor may make cash contributions to Tenant. (c) Guarantor shall not be subrogated, and hereby waives and disclaims any claim or right against Tenant by way of subrogation or otherwise, to any of the rights of Landlord under the Lease or otherwise, or in the Premises, which may arise by any of the provisions of this Guaranty or by reason of the performance by Guarantor of any of its Obligations hereunder. Guarantor shall look solely to Tenant for any recoupment of any payments made or costs or expenses incurred by Guarantor pursuant to this Guaranty. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and performed in full, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured. (d) Without limiting the foregoing, Guarantor hereby waives any and all benefits, rights and defenses it may have to subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor, in each case, by reason of California Civil Code Sections 2787 to 2855, inclusive.

Subordination; Subrogation. Subordinated Creditor will not ask(a) Until the Commitments shall have been terminated and all Guaranteed Obligations have been indefeasibly paid and satisfied in full, demandin cash, ▇▇▇ for, take or receive from the Obligor, by set-off or in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor each Guarantor expressly covenants and agrees for the benefit of the Obligor Guarantied Parties that payment of all amounts now or hereafter owed to such Guarantor by the Borrower (whether such amounts represent principal the “Junior Claims”) is hereby subordinated and junior in right of payment to all Guarantied Obligations. All Junior Claims, and any security and guarantees therefore, now or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant hereafter owed to any Guarantor by the Borrower is hereby assigned to the Debenture, including, without limitationLenders as security for the Guaranteed Obligations. Notwithstanding the foregoing, the taking of any negotiable instruments evidencing such amounts (all such indebtednessBorrower shall be entitled to make, obligations and liabilitieseach Guarantor to receive, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors scheduled payments with respect to shares Junior Claims until a Default or Event of Default shall have occurred under the Company’s Series D Senior Convertible Preferred Stock only pursuant Credit Agreement. (b) Nothing herein contained is intended or shall be construed to give to any Guarantor, until the Guaranteed Obligations are indefeasibly paid in full to the liquidity provision of the Purchase AgreementGuaranteed Party, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor subrogation in or under the Loan Documents, or any right to askparticipate in any way therein, demandor in the right, ▇▇▇ for, take title or receive interest of any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, Guarantied Party in any assets of the Obligor Borrower. Notwithstanding any payments made under this Guaranty, all rights of subrogation and participation are hereby expressly waived until such time as the Commitments shall have terminated and all the Guaranteed Obligations have been indefeasibly paid and satisfied in full, and each Guarantor irrevocably and unconditionally agrees that such Guarantor shall not assert or enforce (i) statutory, contractual, common law, equitable and all other claims against the Borrower or any assets securing of the Liabilities shall be and hereby are subordinated Borrower, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to the rights and interests Agent for the benefit of the Investors in those assets; Guarantied Parties by such Guarantor hereunder and Subordinated Creditor shall have no right (ii) any and all other benefits which such Guarantor might otherwise directly or indirectly receive or be entitled to possession receive by reason of any such asset amounts paid by or to foreclose collected or due from the Borrower upon any such asset, whether by judicial action the Guaranteed Obligations or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedrealized from their property.

Subordination; Subrogation. In the event the Guarantor shall advance any sums to the Borrowers, or in the event the Borrowers has heretofore or shall hereafter become indebted to the Guarantor before the Obligations have been paid in full, all such advances and indebtedness shall be subordinate in all respects to the Obligations (the "Guarantor Subordinated Creditor will Debt"). Any payment to the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and received by the Administrative Agent or the Guarantor in trust for the Lenders and shall be paid over to the Lenders on account of the Obligations without impairing or releasing the obligations of the Guarantor hereunder. Without the prior written consent of the Administrative Agent, the Guarantor shall not ask, demand, receive, accept, sue ▇▇▇ forr, take set off, collect or enforce the Guarantor Subordinated Debt or any collateral and security therefor. The Guarantor represents and warrants to the Lenders that the Guarantor Subordinated Debt is unsecured and agrees not to receive from or accept any collateral or security therefor without the Obligorprior written permission of the Administrative Agent. The Guarantor shall assign, transfer, hypothecate or dispose of the Guarantor Subordinated Debt while this Agreement is in effect. In the event of any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by set-off or against the Borrowers for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other mannerproperty, the whole which shall be payable or deliverable upon, or with respect to, all or any part of any monies which may, now the Guarantor Subordinated Debt or hereafter otherwise shall be owing by the Obligor, paid or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant delivered directly to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor Administrative Agent for application to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness obligations and liabilities of the Obligor to Guarantor under this Agreement (whether due or not due and in such order and manner as the Initial Investor pursuant to Administrative Agent may determine in the liquidity provision exercise of its sole discretion) until the obligations of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities Guarantor hereunder shall have been fully paid and satisfied. The Guarantor hereby irrevocably authorizes and empowers the Lenders to demand, sue ▇▇r, collect and receive every such payment or distribution on account of the Guarantor Subordinated Debt and give acquittance therefor and to file claims and take such other proceedings in the name of the Lenders or in the names of the Guarantor or otherwise, as the Lenders may deem necessary or advisable to carry out the provisions of this Agreement. The Guarantor hereby agrees to execute and deliver to the Administrative Agent such powers of attorney, assignments, endorsements or other instruments as may be requested by the Administrative Agent in order to enable the Lenders to enforce any and all claims upon, or with respect to, the Guarantor Subordinated Debt, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect thereto.

Subordination; Subrogation. In the event the Guarantor shall advance any sums to the Borrowers, or in the event the Borrowers has heretofore or shall hereafter become indebted to the Guarantor before the Obligations have been paid in full, all such advances and indebtedness shall be subordinate in all respects to the Obligations (the "Guarantor Subordinated Creditor will Debt"). Any payment to the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and received by the Administrative Agent or the Guarantor in trust for the Lenders and shall be paid over to the Lenders on account of the Obligations without impairing or releasing the obligations of the Guarantor hereunder. Without the prior written consent of the Administrative Agent, the Guarantor shall not ask, demand, receive, accept, sue ▇▇▇ forr, take set off, collect or enforce the Guarantor Subordinated Debt or any collateral and security therefor. The Guarantor represents and warrants to the Lenders that the Guarantor Subordinated Debt is unsecured and agrees not to receive from or accept any collateral or security therefor without the Obligorprior written permission of the Administrative Agent. The Guarantor shall assign, transfer, hypothecate or dispose of the Guarantor Subordinated Debt while this Agreement is in effect. In the event of any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by set-off or against the Borrowers for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other mannerproperty, the whole which shall be payable or deliverable upon, or with respect to, all or any part of any monies which may, now the Guarantor Subordinated Debt or hereafter otherwise shall be owing by the Obligor, paid or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant delivered directly to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor Administrative Agent for application to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness obligations and liabilities of the Obligor to Guarantor under this Agreement (whether due or not due and in such order and manner as the Initial Investor pursuant to Administrative Agent may determine in the liquidity provision exercise of its sole discretion) until the obligations of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities Guarantor hereunder shall have been fully paid and satisfied.. The Guarantor hereby irrevocably authorizes and empowers the Lenders to demand, sue ▇▇r, collect and receive every such payment or distribution on account of the Guarantor Subordinated Debt and give acquittance therefor and to file claims and take such other proceedings in the name of the Lenders or in the names of the Guarantor or otherwise, as the Lenders may deem necessary or advisable to carry out the provisions of this Agreement. The Guarantor hereby agrees to execute and deliver to the Administrative Agent such powers of attorney, assignments, endorsements or other instruments as may be requested by the Administrative Agent in order to enable the Lenders to enforce any and all claims upon, or with respect to, the Guarantor Subordinated Debt, and to collect and

Subordination; Subrogation. Subordinated Creditor will not ask5.1 During (a) the continuance of an Event of Default, demandor (b) in the event that payments are received by Guarantor from Tenant in violation of the Lease, ▇▇▇ for, take or receive from Guarantor subordinates to and postpones in favor of the Obligor, by set-off or in Obligations (i) any other manner, the whole present and future debts and obligations of Tenant or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession Other Guarantor to Guarantor (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless including: (A) salary, bonuses, and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only other payments pursuant to the liquidity provision any employment arrangement; (B) fees, reimbursement of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor expenses and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor other payments pursuant to the liquidity provision any independent contractor arrangement; (C) principal and interest pursuant to any Indebtedness; (D) distributions payable to any partners, members or shareholders of the Purchase Agreement, are hereinafter referred Guarantor or Affiliates of Guarantor; (E) lease payments pursuant to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive leasing arrangement; (F) any payment with respect to the Indebtedness, management fees; and (G) all rights, liens and security interests of Subordinated CreditorGuarantor, whether now or hereafter arising and howsoever existingarising, in any assets of the Obligor Tenant or any assets Other Guarantor, and (ii) any liens or security interests securing the Liabilities shall be and hereby are subordinated to the rights and interests payment of the Investors Indebtedness. During (a) the continuance of an Event of Default, or (b) in those assets; and Subordinated Creditor the event that payments are received by Guarantor from Tenant in violation of the Lease, Guarantor shall have no right to possession of any such asset assets of Tenant or any Other Guarantor or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until the Obligations have been paid and performed in full. During (a) the continuance of an Event of Default, or (b) in the event that payments are received by Guarantor from Tenant in violation of the Lease, Guarantor agrees that Landlord shall be subrogated to Guarantor with respect to Guarantor’s claims against Tenant or any Other Guarantor and Guarantor’s rights, liens and security interest, if any, in any of Tenant’s or any Other Guarantor’s assets and proceeds thereof until all of the Liabilities shall Obligations have been fully paid and satisfiedperformed in full. 5.2 After the occurrence of an Event of Default and until such Event of Default is cured or after the commencement of any bankruptcy or insolvency proceeding by or against Tenant and until such proceeding is dismissed, Guarantor shall not: (i) make any distributions or other payments to any shareholder, member, partner, other equity interest holder or Affiliates of Guarantor (other than to Tenant); or (ii) ask for, ▇▇▇ for, demand, take or receive any payment, by setoff or in any other manner, including the receipt of a negotiable instrument, for all or any part of the Indebtedness owed by Tenant, or any successor or assign of Tenant, including a receiver, trustee or debtor in possession (the term “Tenant” shall include any such successor or assign of Tenant) until the Obligations have been paid in full; however, if Guarantor receives such a payment, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured. Notwithstanding anything in this Section 5 to the contrary, after an Event of Default has occurred and is outstanding, Guarantor may make cash contributions to Tenant.

Subordination; Subrogation. Subordinated Creditor will not askUpon the occurrence of an Event of Default, demand, ▇▇▇ for, take or receive from Guarantor subordinates each of the Obligor, by set-off or in following to the prior payment of all of the Obligations (i) any other manner, the whole or any part right to payment of any monies which may, loan or other Debt (as defined in the Loan Agreement) now or hereafter be owing made or extended by the ObligorGuarantor to Borrower, (ii) any and all rights of indemnity, reimbursement, contribution, or subrogation which Guarantor may now or hereafter have against Borrower, and (ii) the payment of any successor management fees or assign of the Obligor, includingother compensation. Guarantor shall not, without limitationthe prior written consent of Lender, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include accept payment on any such successor subordinate obligations and shall not take any action to enforce any such subordinate obligations. This subordination is unconditional and shall remain in full force and effect until the Obligations have been paid in full. Guarantor hereby indemnifies Lender against any and all costs, claims, losses or assign liabilities, including reasonable attorneys’ fees, which it may at any time, sustain or incur as a Active/52667782.1 result of the Obligor) preference claims in bankruptcy on behalf of Borrower’s bankruptcy estate. This Guaranty shall be continuing, and, if Lender is required by applicable bankruptcy or other law to Subordinated Creditor or disgorge any monies previously paid to it by Borrower, Guarantor shall be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant liable according to the Debentureterms hereof, including, without limitation, notwithstanding that the taking books and records of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred Lender may previously have shown the Obligations to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor repaid or that Lender may have informed Guarantor or taken other affirmative actions to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedrelease this Guaranty.

Subordination; Subrogation. Subordinated Creditor will not ask, demand, ▇▇▇ for, take or receive from the Obligor, by set-off or in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only Investors, defined above, pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.

Subordination; Subrogation. Subordinated Creditor will Each Guarantor hereby expressly agrees -------------------------- that it shall not askexercise, demandagainst any Borrower, ▇▇▇ forother guarantor, take maker, endorser or receive from the Obligorperson (a) any right which such Guarantor may now have or hereafter acquire by way of subrogation under this Guaranty, by set-off law or in otherwise or by way of reimbursement, indemnity, exoneration, or contribution; (b) any right to assert defenses as the primary obligor of the Obligations; (c) any other manner, the whole claim which it now has or may hereafter acquire against any Borrower or any part of any monies which may, now other person or hereafter be owing by the Obligor, against or any successor or assign of the Obligor, with respect to Borrower's property (including, without limitation, a receiverany property which has been pledged to secure the Obligations); or (d) any right to enforce any remedy which any Lender may now have or hereafter acquire against Borrower or any other guarantor, trustee maker or debtor endorser; in possession (any case, whether any of the term “Obligor” hereinafter foregoing claims, remedies and rights may arise in equity, under contract, by payment, statute, common law or otherwise until all Obligations and Expenses have been indefeasibly paid in full in cash. If in violation of the foregoing any amount shall include be paid to any Guarantor on account of any such successor or assign of the Obligor) to Subordinated Creditor or rights at any time, such amount shall be owing by any other person, firm, partnership or corporation to Subordinated Creditor held in trust for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant Lenders and shall forthwith be paid to the DebentureLenders to be credited and applied against the Obligations and Expenses, includingwhether matured or unmatured, without limitation, in accordance with the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness terms of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor Notes and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Credit Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.

Subordination; Subrogation. Notwithstanding anything contained in any instrument or document evidencing any of the Subordinated Creditor Debt (a “Subordinated Debt Document”) to the contrary, each of the Subordinated Lenders agrees and covenants that the payment and performance of the Subordinated Debt is and shall be subordinated to the payment and performance in full in cash of the Senior Obligations and, except as set forth in Section 3 below, none of the Subordinated Lenders will not accelerate, ask, demand, ▇▇▇ for, take or receive from the Obligorany UGI Party, by set-off setoff or in any other manner, the whole or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the DebentureDebt, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtednessamounts, obligations and liabilities, being hereinafter referred to as nor any security for any of the “Indebtedness”)Subordinated Debt, unless and until all obligations, liabilities the payment and indebtedness satisfaction in full of the Obligor to the Investors Senior Obligations in cash (other than contingent indemnity obligations not yet due and payable; provided that, with respect to shares any reimbursement obligations in respect of any outstanding Letters of Credit, such outstanding Letters of Credit have been collateralized in accordance with Section 2.06(j) of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision Credit Agreement) and termination of the Purchase AgreementCredit Agreement and all commitments by the Lenders to make Loans and other extensions of credit thereunder (the collective occurrence of such payment, whether now existing or hereafter arising directly between the Obligor satisfaction and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter termination is referred to herein as the “LiabilitiesPayment and Termination in Full”). Notwithstanding any right None of the Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect Lenders shall be subrogated to the Indebtedness, all rights, liens and security interests rights of Subordinated Creditor, whether now the Holders of Senior Obligations to receive payments or hereafter arising and howsoever existing, in any distributions of assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, UGI Parties unless and until all Payment and Termination in Full has occurred; and, for the purposes of such subrogation, no payments or distributions made to the Holders of Senior Obligations of any cash, property or securities to which any Subordinated Lender would be entitled except for this Agreement shall, as between the Borrower (or any other UGI Party) and its creditors, be deemed to be a payment by the Borrower (or such other UGI Party) to or on account of the Liabilities shall have been fully paid and satisfiedSenior Obligations.

Subordination; Subrogation. Subordinated Creditor will Each Guarantor hereby -------------------------- expressly agrees that it shall not askexercise, demandagainst any Borrower, ▇▇▇ forother guarantor, take maker, endorser or receive from the Obligorperson (a) any right which such Guarantor may now have or hereafter acquire by way of subrogation under this Guaranty, by set-off law or in otherwise or by way of reimbursement, indemnity, exoneration, or contribution; (b) any right to assert defenses as the primary obligor of the Obligations; (c) any other manner, the whole claim which it now has or may hereafter acquire against any Borrower or any part of any monies which may, now other person or hereafter be owing by the Obligor, against or any successor or assign of the Obligor, with respect to Borrower's property (including, without limitation, a receiverany property which has been pledged to secure the Obligations); or (d) any right to enforce any remedy which any Lender may now have or hereafter acquire against Borrower or any other guarantor, trustee maker or debtor endorser; in possession (any case, whether any of the term “Obligor” hereinafter foregoing claims, remedies and rights may arise in equity, under contract, by payment, statute, common law or otherwise until all Obligations and Expenses have been indefeasibly paid in full in cash. If in violation of the foregoing any amount shall include be paid to any Guarantor on account of any such successor or assign of the Obligor) to Subordinated Creditor or rights at any time, such amount shall be owing by any other person, firm, partnership or corporation to Subordinated Creditor held in trust for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant Lenders and shall forthwith be paid to the DebentureLenders to be credited and applied against the Obligations and Expenses, includingwhether matured or unmatured, without limitation, in accordance with the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness terms of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor Notes and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Credit Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfied.

Subordination; Subrogation. Subordinated Creditor will not ask, demand, ▇▇▇ for, take or receive from (a) All rights and claims of each Guarantor (collectively the Obligor, by set-off or in any other manner, “Guarantor Claims”) against the whole Borrower or any part of any monies which may, the Borrower’s property now or hereafter existing shall be owing by subordinate and subject in right of payment to the Obligorprior payment in full in cash, and the performance, of all of the Guaranteed Obligations pursuant to this Guaranty. (b) Upon the occurrence of a Default or an Event of Default and until the Guaranteed Obligations have been paid and performed in full and each Guarantor shall have performed all of Guarantors’ obligations hereunder, no Guarantor shall receive or collect, directly or indirectly, from the Borrower or any successor or assign of other party any payment upon Guarantor Claims, nor seek to realize upon any collateral securing such Guarantor Claims. Notwithstanding the Obligorforegoing, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include if any Guarantor should receive any such successor payment, such Guarantor agrees to hold same in trust for the Agent and Lenders and agrees that such Guarantor shall have absolutely no rights in or assign of to or dominion over such payments except to pay them promptly to the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor Agent for the benefit of Lenders, and such Guarantor hereby covenants to do so. (c) Notwithstanding anything to the Obligor (whether such amounts represent principal contrary contained herein, no Guarantor shall have any right of subrogation in or interestunder this Agreement, any of the Security Documents or any of the Loan Documents or to participate in any way therein, or obligations which are due in any right, title or not dueinterest in and to any security or right of recourse for the Guaranteed Obligations or any right to reimbursement, direct exoneration, contribution, indemnification or indirectany similar rights, absolute or contingent) pursuant to until the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall Guaranteed Obligations have been fully and finally paid and satisfied with interest (all such obligations, indebtedness and liabilities of in full in cash. This waiver is given to induce Lenders to make the Obligor Loans to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedBorrower.

Subordination; Subrogation. Subordinated Creditor will not ask5.1 During (a) the continuance of an Event of Default, demandor (b) in the event that payments are received by Guarantor from Tenant in violation of the Lease, ▇▇▇ for, take or receive from Guarantor subordinates to and postpones in favor of the Obligor, by set-off or in Obligations (i) any other manner, the whole present and future debts and obligations of Tenant or any part of any monies which may, now or hereafter be owing by the Obligor, or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession Other Guarantor to Guarantor (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless including: (A) salary, bonuses, and until all obligations, liabilities and indebtedness of the Obligor to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only other payments pursuant to the liquidity provision any employment arrangement; (B) fees, reimbursement of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor expenses and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor other payments pursuant to the liquidity provision any independent contractor arrangement; (C) principal and interest pursuant to any Indebtedness; (D) distributions payable to any partners, members or shareholders of the Purchase Agreement, are hereinafter referred Guarantor or Affiliates of Guarantor; (E) lease payments pursuant to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive leasing arrangement; (F) any payment with respect to the Indebtedness, management fees; and (G) all rights, liens and security interests of Subordinated CreditorGuarantor, whether now or hereafter arising and howsoever existingarising, in any assets of the Obligor Tenant or any assets Other Guarantor, and (ii) any liens or security interests securing the Liabilities shall be and hereby are subordinated to the rights and interests payment of the Investors Indebtedness. During (a) the continuance of an Event of Default, or (b) in those assets; and Subordinated Creditor the event that payments are received by Guarantor from Tenant in violation of the Lease, Guarantor shall have no right to possession of any such asset assets of Tenant or any Other Guarantor or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until the Obligations have been paid and performed in full. During (a) the continuance of an Event of Default, or (b) in the event that payments are received by Guarantor from Tenant in violation of the Lease, Guarantor agrees that Landlord shall be subrogated to Guarantor with respect to Guarantor’s claims against Tenant or any Other Guarantor and Guarantor’s rights, liens and security interest, if any, in any of Tenant’s or any Other Guarantor’s assets and proceeds thereof until all of the Liabilities shall Obligations have been fully paid and satisfiedperformed in full. 5.2 After the occurrence of an Event of Default and until such Event of Default is cured or after the commencement of any bankruptcy or insolvency proceeding by or against Tenant and until such proceeding is dismissed, Guarantor shall not: (i) make any distributions or other payments to any shareholder, member, partner, other equity interest holder or Affiliates of Guarantor (other than to Tenant); or (ii) ask for, sue for, demand, take or receive any payment, by setoff or in any other manner, including the receipt of a negotiable instrument, for all or any part of the Indebtedness owed by Tenant, or any successor or assign of Tenant, including a receiver, trustee or debtor in possession (the term “Tenant” shall include any such successor or assign of Tenant) until the Obligations have been paid in full; however, if Guarantor receives such a payment, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured. Notwithstanding anything in this Section 5 to the contrary, after an Event of Default has occurred and is outstanding, Guarantor may make cash contributions to Tenant.

Subordination; Subrogation. In the event the Guarantor shall advance any sums to the Borrowers, or in the event the Borrowers has heretofore or shall hereafter become indebted to the Guarantor before the Obligations have been paid in full, all such advances and indebtedness shall be subordinate in all respects to the Obligations (the "Guarantor Subordinated Creditor will Debt"). Any payment to the Guarantor after the occurrence of an Event of Default on account of the Guarantor Subordinated Debt shall be collected and received by the Administrative Agent or the Guarantor in trust for the Lenders and shall be paid over to the Lenders on account of the Obligations without impairing or releasing the obligations of the Guarantor hereunder. Without the prior written consent of the Administrative Agent, the Guarantor shall not ask, demand, receive, accept, sue ▇▇▇ for▇, take set off, collect or enforce the Guarantor Subordinated Debt or any collateral and security therefor. The Guarantor represents and warrants to the Lenders that the Guarantor Subordinated Debt is unsecured and agrees not to receive from or accept any collateral or security therefor without the Obligorprior written permission of the Administrative Agent. The Guarantor shall assign, transfer, hypothecate or dispose of the Guarantor Subordinated Debt while this Agreement is in effect. In the event of any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by set-off or against the Borrowers for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, then and in any such event any payment or distribution of any kind or character, either in cash, securities or other mannerproperty, the whole which shall be payable or deliverable upon, or with respect to, all or any part of any monies which may, now the Guarantor Subordinated Debt or hereafter otherwise shall be owing by the Obligor, paid or any successor or assign of the Obligor, including, without limitation, a receiver, trustee or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) pursuant delivered directly to the Debenture, including, without limitation, the taking of any negotiable instruments evidencing such amounts (all such indebtedness, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and indebtedness of the Obligor Administrative Agent for application to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase Agreement, whether now existing or hereafter arising directly between the Obligor and the Investors, shall have been fully paid and satisfied with interest (all such obligations, indebtedness obligations and liabilities of the Obligor to Guarantor under this Agreement (whether due or not due and in such order and manner as the Initial Investor pursuant to Administrative Agent may determine in the liquidity provision exercise of its sole discretion) until the obligations of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities Guarantor hereunder shall have been fully paid and satisfied.. The Guarantor hereby irrevocably authorizes and empowers the Lenders to demand, sue ▇▇▇, collect and receive every such payment or distribution on account of the Guarantor Subordinated Debt and give acquittance therefor and to file claims and take such other proceedings in the name of the Lenders or in the names of the Guarantor or otherwise, as the Lenders may deem necessary or advisable to carry out the provisions of this Agreement. The Guarantor hereby agrees to execute and deliver to the Administrative Agent such powers of attorney, assignments, endorsements or other instruments

Subordination; Subrogation. Subordinated Creditor will not askIf, demandfor any reason whatsoever, ▇▇▇ forBorrower is now or hereafter becomes indebted to Guarantor: (a) such indebtedness and all interest thereon and all liens, take security interests and rights now or receive from hereafter existing with respect to property of Borrower securing same shall, at all times, be subordinate in all respects to the ObligorGuaranteed Obligation and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligation. Notwithstanding anything to the contrary contained in this Guaranty or any payments made by set-off any party hereunder, until the Guaranteed Obligation is paid in full and no longer subject to being recovered or set aside, Guarantor hereby permanently and irrevocably waives any right of subrogation in or under any of the Credit Documents or to participate in any way therein, or in any other mannerright, title or interest in and to any security or right of recourse for the whole Guaranteed Obligation; (b) after the occurrence of a default (whether or not declared, but if not declared, only if Guarantor has actual knowledge of the occurrence of such default) under any part of the Credit Documents, Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any monies such indebtedness of Borrower to Guarantor until the Guaranteed Obligation has been fully and finally paid and performed; (c) Guarantor hereby assigns and grants to Lender a security interest, as security for the Guaranteed Obligation, in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or. insolvency proceedings involving Borrower as debtor, Lender shall have the right to prove Lender’s claim in any such proceeding so as to establish Lender’s rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a default shall have occurred or be continuing under any of the Credit Documents), dividends and payments which mayare payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligation has been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution which is prohibited as provided above in this Section 6, Guarantor shall pay the same to Lender, immediately, Guarantor hereby agreeing that Guarantor shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and (d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of Lender’s rights under this Section, including but not limited to execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any, promissory notes or other instruments evidencing indebtedness of Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter be owing held by Guarantor, of obligations of Borrower to Guarantor shall contain a specific written notice thereon that the Obligorindebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty. Nothing herein contained shall operate as a release or discharge, in whole or in part, of any successor claim of Guarantor against Borrower, by subrogation or assign otherwise, by reason of the Obligor, including, without limitation, a receiver, trustee any act done or debtor in possession (the term “Obligor” hereinafter shall include any such successor or assign of the Obligor) to Subordinated Creditor or be owing payment made by any other person, firm, partnership or corporation to Subordinated Creditor for the benefit of the Obligor (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent) Guarantor pursuant to the Debenture, including, without limitation, the taking provisions of any negotiable instruments evidencing such amounts (this Guaranty; but all such indebtednessclaims, obligations and liabilities, being hereinafter referred to as the “Indebtedness”), unless and until all obligations, liabilities and including claims for any indebtedness of the Obligor Borrower to the Investors with respect to shares of the Company’s Series D Senior Convertible Preferred Stock only pursuant to the liquidity provision of the Purchase AgreementGuarantor, whether now existing or hereafter arising directly between arising, shall be subordinate to the Obligor Guaranteed Obligation and the Investorsliens, shall have been fully paid and satisfied with interest (all such obligations, indebtedness and liabilities of the Obligor to the Initial Investor pursuant to the liquidity provision of the Purchase Agreement, are hereinafter referred to as the “Liabilities”). Notwithstanding any right of Subordinated Creditor to ask, demand, ▇▇▇ for, take or receive any payment with respect to the Indebtedness, all rights, liens and security interests and rights of Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any assets of Lender under the Obligor or any assets securing the Liabilities shall be and hereby are subordinated to the rights and interests of the Investors in those assets; and Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Liabilities shall have been fully paid and satisfiedCredit Documents.