Common use of Subordination Clause in Contracts

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and other payment obligations of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness.

Subordination. Each HolderExcept as otherwise provided in this Section 14.8, by accepting the Note agrees that the principal, premium, if any, and other payment obligations any indebtedness of any kind evidenced by this Note are Borrower now or hereafter owing to any other Borrower is hereby subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (Obligations, whether outstanding on the date hereof heretofore, now or hereafter created, incurredand whether before or after notice of termination hereof, assumed and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Required Lenders, pay in whole or guaranteed)in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. The term “Senior Indebtedness” At the request of Administrative and Collateral Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall include: (i) money borrowed from bankspay to Administrative and Collateral Agent all or any part of such subordinated indebtedness and any amount so paid to Administrative and Collateral Agent at its request shall be applied to payment of the Obligations. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrower as trustee for Administrative and Collateral Agent and Lenders and shall be paid over to Administrative and Collateral Agent immediately on account of the Obligations, commercial finance lenders, insurance companies but without otherwise affecting in any manner any such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or other financial institutions regularly engaged proceeding in which the business filing of lending money that claims is required by law in respect of any indebtedness of the other Borrowers to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amendedBorrower, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness Administrative and Collateral Agent and Lenders shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character such Borrower’s rights thereunder. If for any reason any such Borrower fails to file such claim at least thirty (other than any payment or distribution 30) days prior to the last date on which such claim should be filed, Administrative and Collateral Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in Borrowers’ name or, in Administrative and Collateral Agent’s discretion, to assign such claim to, and cause a proof of claim to be filed in the form of equity securities or subordinated securities) on account of principal name of, or premium, if any, or any other payment obligations on this Note; Administrative and any payment or distribution of assets of the Company of any kind or characterCollateral Agent’s nominee. In all such cases, whether in cashadministration, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Administrative and Collateral Agent the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose any such Borrower hereby assigns to Administrative and Collateral Agent, for itself and the ratable benefit of Lenders, all such Borrower’s rights to any payments or distributions to which the Holder of this Note such Borrower otherwise would be entitled but for entitled. If the provisions of this Section 5.2 shall be amount so paid by is greater than any such Borrower’s liability hereunder, Administrative and Collateral Agent will pay the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly excess amount to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessperson entitled thereto.

Subordination. (a) Each Holder, by accepting the Note Intercompany Lender hereby agrees that the principalall its right, premiumtitle and interest in, if anyto and under any Intercompany Indebtedness owed by any Intercompany Debtor shall be subordinate, and other payment obligations of any kind evidenced by this Note are subordinated junior in right of payment, to the prior extent and in the manner hereinafter set forth, to all Obligations of such Intercompany Debtor until the payment in full in cash of all Loan Document Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been made) of such Intercompany Debtor; provided that such Intercompany Debtor may make payments to the applicable Intercompany Lender unless and until an Event of Default shall have occurred and be continuing or would result therefrom (such Obligations, including interest thereon accruing after the commencement of any proceedings referred to in paragraph (b) of this Section, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness” of the Company ”). (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (ib) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingproceedings, or and any receivership, liquidation, reorganization or other similar case or proceeding proceedings in connection therewith, relating to the Company any Intercompany Debtor or to its assetsproperty, or and in the event of any proceedings for voluntary liquidation, dissolution or winding-other winding up of the Companysuch Intercompany Debtor, whether or not involving insolvency or bankruptcy, if an Event of Default has occurred and is continuing, (i) the holders of Senior Indebtedness shall be entitled to receive payment paid in full in cash or cash equivalents in respect of all amounts constituting Senior Indebtedness, or provision shall be made for such payment in full, Indebtedness before the Holder of this Note any Intercompany Lender shall be entitled to receive (whether directly or indirectly), or make any demand for, any payment or distribution of any kind or character character, whether in cash securities or other property (other than Restructured Debt Securities (as defined below)), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, from such Intercompany Debtor on account of any Intercompany Indebtedness owed by such Intercompany Debtor to such Intercompany Lender (provided that the foregoing shall not impair the right of any Intercompany Lender to file a proof of claim in any such proceeding in accordance with the terms hereof) and (ii) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or characterto which such Intercompany Lender would otherwise be entitled, whether in cash, property or securities (other than any a payment or distribution of debt securities of such Intercompany Debtor that are subordinated and junior in right of payment to the form Senior Indebtedness to at least the same extent as the Intercompany Indebtedness described in this Agreement is subordinated and junior in right of equity payment to the Senior Indebtedness then outstanding (such securities or subordinated securitiesbeing hereinafter referred to as “Restructured Debt Securities”), by set-off or otherwise, to which the Holder of this Note would ) shall instead be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly made to the holders of Senior Indebtedness. (c) If any Event of Default has occurred and is continuing, then (i) no payment or distribution of any kind or character, whether in cash, securities or other property (other than Restructured Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be made by or on behalf of any Intercompany Debtor, or any other Person on its behalf, with respect to any Intercompany Indebtedness and (ii) no Intercompany Indebtedness owing by any Intercompany Debtor to any Intercompany Lender that is a Loan Party shall be forgiven or their representative otherwise reduced in any way, other than as a result of payment of such amount in full in cash. (d) If any payment or representatives ratably accordingly distribution of any kind or character, whether in cash, securities or other property (other than Restructured Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, with respect to any Intercompany Indebtedness shall (despite these subordination provisions) be received by any Intercompany Lender in violation of paragraph (b) or (c) of this Section prior to all Senior Indebtedness having been paid in full in cash, such payment or distribution shall be held by such Intercompany Lender in trust (segregated from other property of such Intercompany Lender) for the benefit of the Administrative Agent, and shall be paid over or delivered to the aggregate amount remaining unpaid on account of the Senior Indebtedness Administrative Agent promptly upon receipt to the extent necessary to make payment in full of pay all Senior Indebtedness remaining unpaidin full in cash. (e) Each Intercompany Lender agrees to file all claims against each relevant Intercompany Debtor in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Intercompany Indebtedness, after giving effect and the Administrative Agent shall be entitled to all of such Intercompany Lender’s rights thereunder. If for any reason an Intercompany Lender fails to file such claim in respect of any Intercompany Indebtedness at least ten (10) Business Days prior to the last date on which such claim should be filed, such Intercompany Lender hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Intercompany Lender’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Intercompany Lender hereby assigns to the Administrative Agent all of such Intercompany Lender’s rights to any concurrent payment payments or distribution distributions to which such Intercompany Lender otherwise would be entitled. If the amount so paid is greater than such Intercompany Lender’s liability hereunder, the Administrative Agent shall pay the excess amount to the holder party entitled thereto. (f) Each Intercompany Lender and each Intercompany Debtor hereby agrees that the subordination provisions set forth in this Agreement are for the benefit of such the Administrative Agent and the other holders of Senior Indebtedness. The Administrative Agent may, on behalf of itself and such other holders of Senior Indebtedness, proceed to enforce these subordination provisions set forth herein.

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and Notwithstanding any other payment obligations provision of any kind evidenced by this Note are subordinated in right of payment, Agreement to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof contrary, any Tax Benefit Payment or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is Early Termination Payment required to be senior to this Note made by the terms of such indebtedness, (ii) indebtedness incurred in Corporation to the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness Members under the Loan this Agreement shall rank subordinate and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment to any principal, interest, or other amounts due and payable in full to the prior payment respect of any obligations owed in full respect of all secured or unsecured indebtedness for borrowed money of the Company Corporation and its Subsidiaries, which shall include, for the avoidance of doubt, obligations in respect of any Credit Agreement (“Senior Obligations”) and shall rank pari passu in right of payment with all current or future unsecured obligations of the Corporation that is are not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingObligations; provided, or any receivershiphowever, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness that to the extent necessary the Corporation enters into or succeeds or takes subject to make payment one or more other “tax receivable agreements” or similar agreement in full which the Corporation is obligated to pay a third party for the use of all Senior Indebtedness remaining unpaidtax benefits attributable to Basis Adjustments subsequent to this Agreement and the Covered Tax Benefit would be limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income after accounting for any Basis Adjustments (or corresponding term in such other agreement) or interest deductions that are the subject matter of such other agreement, after then the Tax Benefit Payment (and the components thereof, including the Hypothetical Tax Liability, Cumulative Net Realized Tax Benefit) shall be calculated without regard to such other agreement and without giving effect to any concurrent payment Basis Adjustments (or distribution to corresponding term in such other agreement) or interest deductions that are the holder subject matter of such other agreement. To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of any agreement governing any Senior IndebtednessObligations (in each case, whether money is currently borrowed under such agreement or available to be borrowed under such agreement), such payment obligation nevertheless shall accrue for the benefit of the Members and the Corporation shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations.

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and other payment obligations of any kind (a) The indebtedness evidenced by this Note are subordinated is hereby expressly subordinated, to the extent and in the manner hereinafter set forth in an applicable Subordination Agreement (described below), in right of payment, payment to the prior payment in full of all of the Company’s Senior Indebtedness, subject to the terms and conditions of such Subordination Agreement. The Holder further agrees to execute a customary form of subordination agreement, as requested by any current or future lender to the Company, in form and substance reasonably acceptable to the Requisite Holders, to effect the foregoing subordination, including, without limitation, that certain Subordination Agreement by and among Lucid Trustee Services Limited, the lenders party thereto from time to time, and the Holders, dated October 7, 2021 (the “Subordination Agreement”). “Senior Indebtedness” shall mean the principal of and unpaid interest and premium, if any, on (i) indebtedness for borrowed money of the Company (or with respect to which the Company is a guarantor, whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from to banks, commercial finance lenders, insurance companies lenders or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtednessmoney, whether or not secured, (ii) any deferrals, renewals or extensions or any debentures, notes or other evidence of indebtedness incurred issued in the ordinary course of business exchange for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectivelySenior Indebtedness, or similar transactions, and (iii) that indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement set forth in that certain Credit Agreement, dated as of January 29October 7, 2010 2021 by and between Silicon Valley the Company and Deutsche Bank AG, London Branch, as Lead Arranger. Nothing contained in this the preceding paragraphs shall impair, as between the Company and the CompanyHolder, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up obligation of the Company, which is absolute and unconditional, to pay to the Holder hereof the principal hereof and interest hereon as and when the same shall become due and payable, or shall prevent the Holder, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law, all subject to the rights, if any, of the holders of Senior Indebtedness shall be entitled under the preceding paragraphs to receive payment in full in cash or cash equivalents of all Senior Indebtedness, other properties otherwise payable or provision shall be made for such payment in full, before deliverable to the Holder of this Note shall be entitled pursuant to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness.

Subordination. Each HolderThis Note, and the indebtedness evidenced hereby (the “Subordinated Debt”), including principal and interest, is expressly subordinate and junior to all of the obligations and indebtedness of Maker (the “Senior Debt”) under the Loan Documents (as defined in that certain Second Amended and Restated Credit Agreement dated as of June 26, 2009, by accepting and among Resaca Exploitation, Inc, the Note agrees that Lenders party thereto and CIT Capital USA Inc., as Administrative Agent for such Lenders (in such capacity, “Agent”), together with all amendments, supplements, modifications and/or restatements thereto (the principal, premium, if any, and other payment obligations of any kind evidenced by this Note are subordinated in right of payment, “Credit Agreement”)) to the prior extent set forth in subparagraphs (a) through (f), inclusive, below (the “Subordination Subparagraphs”). (a) If a Default or an Event of Default (as such terms are defined in the Credit Agreement) shall occur, then, unless and until such Default or Event of Default shall have been remedied by indefeasible payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof Debt in cash or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectivelyotherwise cured, or similar transactionsexpressly waived in writing by all affected holders of Senior Debt, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank Maker shall not make and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by holder of this Note shall be senior in right not accept or receive, any direct or indirect payment of payment in full to the prior payment in full or on account of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. any Subordinated Debt. (b) In the event of any insolvency or bankruptcy case or proceedinginsolvency, or any receivershipbankruptcy, liquidation, reorganization or other similar case proceedings, or proceeding any receivership proceedings in connection therewith, relating relative to the Company or to its assetsMaker, or and in the event of any proceedings for voluntary liquidation, dissolution or winding-other winding up of the CompanyMaker, the holders of whether or not involving insolvency or bankruptcy proceedings, then all Senior Indebtedness Debt shall first be entitled to receive payment indefeasibly paid in full and in cash before any payment is made of or cash equivalents on account of all Senior Indebtednessany Subordinated Debt. (c) In any of the proceedings referred to in subparagraph (b) above, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character whether in cash, property, stock or obligations, which may be payable or deliverable by the Maker in respect of this Note shall be paid or delivered directly to the holders of Senior Debt for the payment thereof in accordance with the priorities then existing among such holders, unless and until all Senior Debt shall have been indefeasibly paid in full and in cash. (other than any payment or distribution in the form of equity securities or subordinated securitiesd) on account of principal of, or premium, if any, or any other payment obligations on this Note; and If any payment or distribution of assets of the Company of any kind or character, whether in cash, property securities or securities other property, shall be received by the Payee in contravention of any of the terms of this Note or any other Loan Document (other than any as defined in the Credit Agreement) and before all the Senior Debt shall have been indefeasibly paid in full and in cash, such payment or distribution shall be received in trust for the form benefit of equity securities the holders of the Senior Debt at the time outstanding and shall forthwith be paid over or subordinated securities)delivered and transferred to the holders of the Senior Debt for the ratable application in payment thereof in accordance with the priorities then existing among such holders. (e) The Payee will not commence any action or proceeding, by including, without limitation, an action to recover on a right of set-off or otherwisesimilar right or remedy, against the Maker to which recover all or any part of the Holder Subordinated Debt or join with any creditor, unless the holders of the Senior Debt shall also join, in bringing any proceedings against the Maker under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the Federal or any state government unless and until all Senior Debt shall be indefeasibly paid in full and in cash. (f) The maximum principal amount, the rate of interest charged, or the time, place, manner, terms or amount of principal or interest payments of this Note, may not be modified or amended without, in each instance, the prior express written consent of the holder(s) of the Senior Debt unless all Senior Debt has been indefeasibly paid in full and in cash. The subordination provisions of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether deemed a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly continuing offer to the all holders of Senior Indebtedness Debt to act in reliance on such provisions (but no such reliance shall be required to be proven to receive the benefits hereof) and may be enforced by such holders, and no right of any present or their representative future holder of any Senior Debt to enforce subordination as provided in this Note shall at any time in any way be prejudiced or representatives ratably accordingly impaired by any act or failure to act on the aggregate amount remaining unpaid on account part of the Senior Indebtedness Maker or by any act or failure to act by any such holder, or by any non-compliance by the extent necessary to make payment in full Maker with the terms, provisions and covenants of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessthis Note.

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if anyExcept as otherwise provided in this Section 12.8, and except for expenses paid by one Borrower for the other payment obligations Borrower’s benefit, any indebtedness of any kind evidenced by this Note are Borrower now or hereafter owing to any other Borrower is hereby subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (Obligations, whether outstanding on the date hereof heretofore, now or hereafter created, incurredand whether before or after notice of termination hereof, assumed and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Agent, pay in whole or guaranteed)in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. The term “Senior Indebtedness” At the request of Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall include: (i) money borrowed from bankspay to Agent all or any part of such subordinated indebtedness and any amount so paid to Agent at its request shall be applied to payment of the Obligations. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrower as trustee for Agent and Lenders and shall be paid over to Agent immediately on account of the Obligations, commercial finance lenders, insurance companies but without otherwise affecting in any manner any such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or other financial institutions regularly engaged proceeding in which the business filing of lending money that claims is required by law in respect of any indebtedness of the other Borrowers to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amendedBorrower, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness Agent shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character such Borrower’s rights thereunder. If for any reason, after Agent's request pertaining to any such filing, any such Borrower fails to file such claim at least thirty (other than any payment or distribution 30) days prior to the last date on which such claim should be filed, Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in Borrowers’ name or, in Agent’s discretion, to assign such claim to, and cause a proof of claim to be filed in the form of equity securities or subordinated securities) on account of principal name of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or characterAgent’s nominee. In all such cases, whether in cashadministration, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Agent the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose any such Borrower hereby assigns to Agent all such Borrower’s rights to any payments or distributions to which the Holder of this Note such Borrower otherwise would be entitled but for entitled. If the provisions of this Section 5.2 shall be amount so paid by is greater than any such Borrower’s liability hereunder, Agent will pay the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly excess amount to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessperson legally entitled thereto.

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and other (a) The payment obligations of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of and all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that Subordinated Debt is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan hereby expressly made subordinate and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment to the payment of the principal amount of, and all interest and premium on, and all other amounts in respect of, the Senior Debt, to the extent and in the manner set forth herein. (b) In the event of (1) any insolvency, bankruptcy, receivership, liquidation, reorganization, arrangement, assignment for the benefit of creditors, or other similar proceeding relative to the Borrower, its creditors or its Property, or (2) any proceeding for the voluntary or involuntary liquidation, dissolution or other winding up of the Borrower whether or not involving insolvency or bankruptcy proceedings, then and in any such event: (i) the principal amount of, and all interest and premium on, and all other amounts in respect of, the Senior Debt (including interest thereon accruing after the commencement of any such proceeding) shall be paid in full before any payment or distribution of any character, whether in cash, securities or other Property, shall be made in respect of the Subordinated Debt; (ii) any payment or distribution of any character, whether in cash, securities or other Property, which would otherwise (but for the terms hereof) be payable or deliverable in respect of the Subordinated Debt (including any payment or distribution in respect of the Subordinated Debt by reason of any other indebtedness of the Borrower being subordinated to the prior payment Subordinated Debt), shall be paid or delivered directly to the Administrative Agent on behalf of the Lenders, or its representatives, until the principal amount of, and all interest and premium on, and all other amounts in respect of, the Senior Debt shall have been paid in full and the Subordinated Lender or any other holder of the Subordinated Debt irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; (iii) the Subordinated Lender or any other holder of the Subordinated Debt shall (1) execute and deliver to the Administrative Agent on behalf of the Lenders or its representative or agent all such further instruments confirming the authorization referred to in the foregoing clause (ii) above, (2) execute and deliver to the Administrative Agent on behalf of the Lenders or its representative or agent any powers of attorney specifically confirming the rights of the Administrative Agent (or such representative or agent) arising hereunder, (3) execute and deliver to the Administrative Agent on behalf of the Lenders or its representative or agent all proofs of claim, assignments of claim and other instruments as may be requested by the Administrative Agent or any Lender to enforce all claims upon or in respect of the Subordinated Debt, and (4) shall take all other actions as may be requested by the Administrative Agent or any Lender to enforce all claims upon or in respect of the Subordinated Debt. (c) Until and unless the principal amount of, and all interest and premium on, and all other amounts in respect of, the Senior Debt shall have been paid in full, the Borrower shall not make, and the Subordinated Lender shall not receive, accept or retain, any payments of principal or interest or other amount on account of the Subordinated Debt; provided, however, that the Borrower may make and the Subordinated Lender may receive, accept and retain such payments so long as no Default or Event of Default under, and as defined, in the LSA shall have occurred and be continuing and so long as the Borrower would not be rendered insolvent, made unable to pay its debts as they come due or be left without adequate capital to pursue its business after giving effect to such payment. (d) The Borrower agrees that, in the event that any note or other obligation of the Borrower not evidencing Senior Debt, or any portion thereof, shall become due and payable before its expressed maturity for any reason, the Borrower will give prompt notice, in writing, of such happening to the Administrative Agent. (e) So long as any of the Senior Debt shall remain unpaid, the Administrative Agent and the Lenders may at all times exercise any and all powers and rights which they now have or may hereafter acquire under, or with respect to any of the collateral subject to, the Senior Security Documents without having to obtain any consent or approval of the Subordinated Lender and without any accountability to the Subordinated Lender, nor shall it have any liability to the Subordinated Lender for any action taken or failure to act with respect to any of such powers, rights or collateral. (f) Until the entire principal amount of, and all interest and premium on, and all other amounts in respect of, the Senior Debt shall have been finally and indefeasibly paid in full, the Subordinated Lender shall not enforce any right or remedy (other than requiring payments in the absence of an Event of Default) or cause the Subordinated Debt to be accelerated or otherwise to become due prior to its expressed maturity, which it now has or may hereafter have against the Borrower or its Property, including without limitation, rights and remedies under any mortgage, deed of trust or security agreement. (g) If, notwithstanding the provisions of this Agreement, any payment or distribution of any character (whether in cash, securities or other Property) or any security shall be received by the Subordinated Lender in contravention of the terms of this Agreement, and before the entire principal amount of, and all interest and premium on, and all other amounts in respect of, the Senior Debt shall have been finally and indefeasibly paid in full, such payment, distribution or security shall not be commingled with any asset of the Subordinated Lender, but shall be held in trust for the benefit of, and shall be paid over or delivered and transferred to, the Administrative Agent, or its representatives or agents, for application to the payment of all indebtedness for borrowed money Senior Debt remaining unpaid, until the principal amount of, and all interest and premium (including interest thereon accruing after the commencement of any proceedings described in Section 1(b) hereof) on, and all other amounts in respect of, the Senior Debt shall have been finally and indefeasibly paid in full. (h) Until the principal amount of, and all interest and premium on, and all other amounts in respect of, the Senior Debt shall have been finally and indefeasibly paid in full, the Subordinated Lender shall have no right of subrogation, reimbursement or indemnity whatsoever and no right of recourse to or with respect to any assets or Property of the Company that is not Borrower or to any collateral for the Senior IndebtednessDebt. (i) This Agreement, without further reference, shall pass to and may be relied on and enforced by any transferee or subsequent holder of the Senior Debt. In the event of any insolvency or bankruptcy case or proceedingsale, or any receivershipassignment, liquidation, reorganization disposition or other similar case or proceeding in connection therewithtransfer of the Subordinated Debt, relating the Subordinated Lender shall cause the transferee thereof to execute and deliver to the Company or Administrative Agent a written instrument signed by the transferee, in form and substance satisfactory to its assetsthe Administrative Agent, or any liquidation, dissolution or winding-up providing for the continued subordination of the Company, Subordinated Debt to the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents Debt as provided for herein and for the continued effectiveness of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account rights of the Senior Indebtedness to Administrative Agent and the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessLenders arising under this Agreement.

Subordination. Each HolderWith respect to any Liens on ABL Priority Collateral securing the Secured Obligations, by accepting such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any First Lien Facility or any Junior Lien Indebtedness, in each case with an aggregate principal amount outstanding in excess of the Note agrees that Threshold Amount and (ii) with respect to the principalprovisions in any ABL Intercreditor Agreement subordinating the Liens on the Collateral securing Indebtedness outstanding under any First Lien Facility or any Junior Lien Indebtedness, premium, if any, and other payment obligations in each case with an aggregate principal amount outstanding in excess of any kind evidenced by this Note are subordinated in right of paymentthe Threshold Amount, to the prior payment Liens on the Collateral securing the Secured Obligations, (A) any Loan Party contests in full writing the validity or enforceability thereof, (B) any court of all “Senior Indebtedness” competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the Company parties to such ABL Intercreditor Agreement; then, and in every such event (whether outstanding on other than an event with respect to the date hereof Borrowers described in clause (f) or hereafter created(g) of this Article) and at any time thereafter during the continuance of such event, incurredthe Administrative Agent may, assumed and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or guaranteed). The term “Senior Indebtedness” shall includedifferent times: (i) money borrowed from banksterminate the Commitments or any Additional Revolving Commitments, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of and thereupon such indebtednessCommitments and/or Additional Revolving Commitments shall terminate immediately, (ii) indebtedness incurred declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the ordinary course principal of business for the purpose Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of granting security interests in the Company’s accounts receivable Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or purchase orders for purposes other notice of factoring or financing such accounts receivable or purchase orders respectivelyany kind, or similar transactions, all of which are hereby waived by each Borrower and (iii) indebtedness identified require that the US Borrower deposits in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as Senior Indebtedness reasonably requested by the Issuing Banks (including not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to any Borrower described in clause (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable to the US Borrower and to the extent such event is applicable to the Canadian Borrower, the Canadian Borrower shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all indebtedness fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan and Security Agreement dated as of January 29Documents or at law or equity, 2010 between Silicon Valley Bank and including all remedies provided under the Company, as UCC or the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessPPSA.

Subordination. Each HolderExcept as otherwise provided in this Section 13.7, by accepting the Note agrees that the principal, premium, if any, and other payment obligations any indebtedness of any kind evidenced by this Note are Borrower now or hereafter owing to any other Borrowers is hereby subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (Obligations, whether outstanding on the date hereof heretofore, now or hereafter created, incurredand whether before or after notice of termination hereof, assumed and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Lender, pay in whole or guaranteed)in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. The term “Senior Indebtedness” At the request of Lender, after the occurrence and during the continuance of an Event of Default, each Borrower shall include: (i) money borrowed from bankspay to Lender all or any part of such subordinated indebtedness and any amount so paid to Lender at its request shall be applied to payment of the Obligations. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrowers as trustee for Lender and shall be paid over to Lender immediately on account of the Obligations, commercial finance lenders, insurance companies but without otherwise affecting in any manner any such Borrower's liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or other financial institutions regularly engaged proceeding in which the business filing of lending money that claims is required by law in respect of any indebtedness of the other Borrowers to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amendedBorrower, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness Lender shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character such Borrower's rights thereunder. If for any reason any such Borrower fails to file such claim at least thirty (other than any payment or distribution 30) days prior to the last date on which such claim should be filed, Lender, as such Borrower's attorney-in-fact, is hereby authorized to do so in Borrowers' name or, in Lender's discretion, to assign such claim to, and cause a proof of claim to be filed in the form of equity securities or subordinated securities) on account of principal name of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or characterLender's nominee. In all such cases, whether in cashadministration, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lender the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose any such Borrower hereby assigns to Lender all such Borrower's rights to any payments or distributions to which the Holder of this Note such Borrower otherwise would be entitled but for entitled. If the provisions of this Section 5.2 shall be amount so paid by is greater than any such Borrower's liability hereunder, Lender will pay the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly excess amount to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessparty entitled thereto.

Subordination. Each HolderAnything in this Note to the contrary notwithstanding, by accepting the Note agrees that the principal, premium, if any, and other payment obligations of any kind Indebtedness evidenced by this Note are subordinated will be subordinate and junior in right of payment, payment to the prior payment in full of all “Senior Indebtedness” of the Company (Obligations, whether outstanding on the date hereof of this Note or hereafter createdincurred after the date of this Note, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged to the extent and in the business of lending money that is required manner hereinafter set forth: (a) Notwithstanding anything to be senior to the contrary contained herein, this Note by is in all respects subject to the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money provisions of the Company that is not Senior Indebtedness. Subordination Agreement. (b) In the event of any insolvency sale under or bankruptcy case in accordance with any judgment or proceedingdecree rendered with respect to this Note in any proceeding by or on behalf of the holder hereof or in the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company, or the proceeds thereof, to creditors of the Company occurring by reason of any liquidation, dissolution or winding up of the Company or in the event of any execution sale, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar case or proceeding in connection therewith, relating relative to the Company or to its assetsdebts or properties, or then in any liquidationsuch event the Winona Lease Obligations will be preferred in payment, dissolution or winding-up of and the Company, the holders of Senior Indebtedness shall Winona Lease Obligations will be entitled to receive payment first paid and satisfied in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities which are subordinate and junior in right of payment to the payment of the Winona Lease which may at the time be outstanding), will be made upon this Note; and in any such event any distribution of any kind or character, whether in cash, property or securities (other than in securities which are subordinate and junior in right of payment to the payment of the Winona Lease which may at the time be outstanding), which is made upon or in respect of the Indebtedness will be paid over to the lessor under the Winona Lease for application to the Winona Lease Obligations unless and until the Winona Lease Obligations is paid and satisfied in full, and such amounts so paid over will be deemed not to be made upon or in respect of the Indebtedness, or the holder of this Note will be subrogated to the rights of the lessor under the Winona Lease to the extent thereof, as elected by the holder of this Note; (c) In the event that pursuant to the provisions hereof this Note is declared or becomes due and payable before its expressed maturity because of an occurrence of a Default (under circumstances when the foregoing clause (b) is not applicable) or otherwise, no amount will be paid by the Company in respect of Indebtedness in excess of current interest payments as provided herein, except at the stated maturity thereof (all subject to the foregoing clause (b) above), unless and until the Winona Lease Obligations has been paid in full or payment thereof has been provided for in a manner satisfactory to the lessor under the Winona Lease; (d) Without limiting the effect of any of the other provisions hereof, during the continuance of any default in the payment of rent or any other amount with respect to the Winona Lease, no payment will be made on or with respect to the Indebtedness, if either (i) notice of such default in writing has been given to the Company by the lessor under the Winona Lease, provided that judicial proceedings are commenced with respect to such default within one hundred eighty (180) days thereafter, or (ii) judicial proceedings are pending in respect of such default. (e) The holder hereof irrevocably authorizes and empowers the holder of the Winona Lease, in any proceeding under Title 11 of the United States Code in which the Company is subject, to file a proof of claim in behalf of the holder hereof with respect to the obligations hereunder if the holder hereof fails to file a proof of its claims prior to 30 days before the expiration of the time period during which such claims must be submitted, to accept and receive any payment or distribution which may be payable or deliverable at any time upon or in respect of the form obligations hereunder in an amount not in excess of equity securities that portion of the Winona Lease Obligation then outstanding (unless CIT is entitled to such payment under the terms of the Subordination Agreement) and to take such other action as may be reasonably necessary to effectuate the foregoing. Unless CIT has filed a proof of claim or subordinated securitieshas otherwise sought the same information or documents, the holder hereof will provide to the lessor of the Winona Lease all information and documents necessary to present claims or seek enforcement as aforesaid. (f) To the extent that the lessor under the Winona Lease receives any amounts from the holder hereof in accordance with the provisions of the Note which, when added to the total amount received directly by the lessor under the Winona Lease from any other source, exceeds the total Winona Lease Obligation, the lessor under the Winona Lease will be obligated to pay the excess to the holder hereof. In the event that as a result of an avoidance action under Title 11 of the United States Code (including, but not necessarily limited to, any action under 11 U.S.C. ▇▇.▇▇. 544, 545, 547, 548, 549 and/or 550), the holder hereof is required to return to the Company or its bankruptcy estate any payment received by set-off or otherwisethe holder hereof and paid over to the lessor under the Winona Lease pursuant to this Section 5, thereupon the lessor of the Winona Lease will pay back to which the Holder holder hereof such amount paid over to the lessor of the Winona Lease. (g) The provisions of this Note would Section 5 will be entitled but subject and subordinate to the rights of CIT under the Subordination Agreement. The holder hereof will not be required to take any action, perform any obligation or make any payment hereunder which it reasonably believes would: (i) be in conflict with or contrary to the terms of the Subordination Agreement; and/or (ii) prevent it from performing any of its obligations under the Subordination Agreement; and/or (iii) prevent or frustrate CIT from exercising any of its rights under the Subordination Agreement. The lessor under the Winona Lease will not exercise any rights hereunder to the extent doing so would: (x) be in conflict with or contrary to the terms of the Subordination Agreement; and/or (y) prevent the holder hereof from performing any of its obligations under the Subordination Agreement; and/or (z) prevent or frustrate CIT from exercising any of its rights under the Subordination Agreement. (h) No right of any present or future holder of the Senior Obligations to enforce subordination as herein provided will at any time or in any way be prejudiced or impaired by any failure to act on the part of Buyer or the Company, or by any noncompliance by Buyer or the Company with the terms, provisions and covenants of this Note, regardless of any knowledge thereof that any such holders of the Senior Obligations may have or with which they may be otherwise charged. The provisions of this Section 5 are solely for the purpose of defining the relative rights of the holders of the Senior Obligations on the one hand, and the holder hereof on the other hand, and nothing in this Section 5 will impair, as between Buyer or the Company and the holder hereof as applicable, the obligations of Buyer and the Company to pay to the holder hereof Indebtedness in accordance with the remaining terms of this Note, nor will anything herein prevent the holder hereof from exercising all remedies otherwise permitted by applicable law or hereunder upon any Default, subject to the rights, if any, of the holders of the Senior Obligations as herein provided. Without limiting the foregoing, no suspension of any payment of Indebtedness pursuant to the provisions of this Section 5.2 shall be paid 5 will suspend or defer the due date of such payment as determined by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders remaining provisions of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessthis Note.

Subordination. Each Holder, by accepting the Note agrees PSLT-BLC Holdings and BLC Holdings hereby acknowledge and agree that the principalBrookdale Lessees' interests under the Property Leases and the Brookdale Lessees' leasehold interests in and to the Facilities are junior, premiuminferior, if anysubordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any one or more Facility Mortgages now or hereafter in force and effect upon or encumbering the Provident Lessors' interests in the Facilities, or any portion thereof, and other payment obligations to all collateral assignments by the Provident Lessors to any third party or parties of any kind evidenced by this Note are subordinated of the Provident Lessors' rights under the Property Leases or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of the Provident Lessors to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to, any such mortgage, mortgages or assignments, provided that, in right connection with any Facility Mortgage (other than the Existing Facility Mortgages) (regardless of paymentwhether such Facility Mortgage is a Brookdale Requested Refinancing) placed upon the Facilities after the date hereof, PSLT-BLC Holdings shall (or shall cause the applicable Provident Lessor(s) to) cause the applicable Facility Mortgagee to enter into, execute and deliver a subordination, non-disturbance and attornment agreement substantially similar to the prior payment in full of all “Senior Indebtedness” form attached to the Property Leases as Exhibit C or such other form as shall be reasonably acceptable to BLC Holdings, PSLT-BLC Holdings and the applicable Facility Mortgagee (the "SNDA"), which SNDA shall acknowledge the subordination of the Company Property Leases described in this Paragraph 12(e) and shall provide, among other things, that if the Facility Mortgagee or any other person acquires title to the applicable Facility, so long as the applicable Brookdale Lessee is not in default (whether outstanding on beyond the date hereof or hereafter createdexpiration of any applicable notice and/or grace period) under the applicable Property Lease, incurredthe applicable Brookdale Lessee's leasehold estate possession and occupancy of the applicable Facility shall not be disturbed, assumed or guaranteed). The term “Senior Indebtedness” provided further that BLC Holdings shall include: (i) money borrowed from bankscause the Brookdale Lessees to enter into, commercial finance lenders, insurance companies or other financial institutions regularly engaged execute and delivery promptly to the requesting party the SNDA in the business of lending money that is required to be senior to this Note by accordance with the terms of such indebtedness, (iithis Paragraph 12(e) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessProperty Leases.

Subordination. Each Holder, Any indebtedness of Borrower or any Subsidiary Guarantor now or hereafter held by accepting the Note agrees that the principal, premium, if any, and other payment obligations of any kind evidenced by this Note are Holdings is hereby subordinated in right of payment, to the prior payment in full in immediately available funds of all “Senior Indebtedness” the Guaranteed Obligations, and such indebtedness of any Loan Party to Holdings, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by Holdings as trustee for the Guaranteed Parties, shall be segregated from all other property or funds of Holdings and shall be paid over to the Administrative Agent for the benefit of the Company (whether outstanding on Guaranteed Parties for application to the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged Guaranteed Obligations in the business of lending money that is required to be senior to this Note by accordance with the terms of such indebtednessthis Agreement, (ii) indebtedness incurred in the ordinary course of business or if this Agreement does not provide for the purpose application of granting such amount, to be held by the Administrative Agent as collateral security interests for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the Company’s accounts receivable or purchase orders for purposes liability of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness Holdings under the Loan and Security Agreement dated as other provisions of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior IndebtednessGuaranty. In the event that Holdings receives any payment of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding indebtedness described in connection therewith, relating the first sentence of this Section 11.07 prior to the Company Facility Termination Date and during the existence of an Event of Default, such payment of such indebtedness which has been received by Holdings, if requested by the Administrative Agent, shall be received by Holdings as trustee for the Guaranteed Parties, shall be segregated from all other property or funds of Holdings and shall be paid over to its assets, or any liquidation, dissolution or winding-up the Administrative Agent for the benefit of the CompanyGuaranteed Parties for application to the Guaranteed Obligations in accordance with the terms of this Agreement or, if this Agreement does not provide for the holders application of Senior Indebtedness such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Prior to the transfer by Holdings of any note or negotiable instrument evidencing any indebtedness of any Loan Party to Holdings, Holdings shall ▇▇▇▇ such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, Holdings hereby agrees with the Guaranteed Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until after the Facility Termination Date has occurred; provided that if any amount shall be entitled paid to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) Holdings on account of principal ofsuch subrogation rights prior to such time, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent for the benefit of the Guaranteed Parties to be credited and applied to the Guaranteed Obligations, whether matured or premiumunmatured, in accordance with the terms of this Agreement or, if anythis Agreement does not provide for the application of such amount, or to be held by the Administrative Agent as collateral security for any other payment obligations on this Note; and any payment or distribution of assets Guaranteed Obligations thereafter existing. Upon the occurrence of the Company Facility Termination Date, Holdings shall be subrogated to the rights of any kind the Guaranteed Parties to receive payments or character, whether in cash, property or securities (other than any payment or distribution in distributions applicable to the form Guaranteed Obligations until all Indebtedness of equity securities or subordinated securities), the Loan Parties held by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 Holdings shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessfull.

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and other The payment obligations of any kind evidenced amounts due with respect to any Debt of any Borrower now or hereafter held by this Note are any Contingent Obligor is hereby subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan Guaranteed Obligations and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money the principal of, and interest on, the Advances, provided that so long as no default in the payment or performance of the Company that Guaranteed Obligations has occurred and is not Senior Indebtedness. In continuing and no Default or Event of Default with respect to payment of the event principal of, and interest on, the Advances has occurred and is continuing, or no demand for payment of any insolvency or bankruptcy case or proceedingof the Guaranteed Obligations has been made that remains unsatisfied, or such Borrower may make, and the Contingent Obligors may demand and accept, any receivershippayments of principal of and interest on such subordinated Debt in the amounts, liquidationat the rates and on the dates agreed by such Borrower and any Contingent Obligor, reorganization and, if applicable, as specified in such instruments, securities or other similar case writings as shall evidence such subordinated Debt. Each Contingent Obligor agrees that after the occurrence of any default in the payment or proceeding performance of the Guaranteed Obligations or a Default or Event of Default with respect to payment of the principal of, and interest on, the Advances, such Contingent Obligor will not demand, ▇▇▇ for or otherwise attempt to collect any such Debt of any Borrower to such Contingent Obligor until the Guaranteed Obligations and the principal of, and interest on, the Advances shall have been paid in connection therewithfull. If, relating notwithstanding the foregoing sentence, any Contingent Obligor shall collect, enforce or receive any amounts in respect of such Debt, such amounts shall be collected, enforced and received by such Contingent Obligor as trustee for the Lenders and be paid over to the Company or to its assets, or any liquidation, dissolution or winding-up Administrative Agent (for the benefit of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securitiesLenders) on account of principal of, or premium, if any, or the Guaranteed Obligations without affecting in any other payment obligations on this Note; and any payment or distribution of assets of manner the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder liability of such Senior Indebtedness.Contingent Obligor under Article II-A.

Subordination. Each Holder(a) The parties hereto hereby acknowledge and agree that any Services Fees are intended to be, by accepting and shall be, subordinated to: (i) the Note agrees that prior payment in full in cash of the principalObligations under the ABL Credit Agreement and the other Loan Documents, including, without limitation, all principal amounts, reimbursement obligations, interest and fees (including any interest and fees accruing subsequent to a Proceeding (as defined below) whether or not such interest or fees constitute allowed claims in any such Proceeding), and premium, if any, and other payment obligations (ii) termination of the commitments in respect thereof (the occurrence of the events specified in both clauses (i) and (ii) of this paragraph, the “Discharge of ABL Obligations”). (b) The parties hereto hereby acknowledge and agree that any kind evidenced by this Note Services Fees are intended to be, and shall be, subordinated in right of payment, to to: (i) the prior payment in full of all “Senior Indebtedness” in cash of the Company Obligations under the Term Loan Credit Agreement and the other Loan Documents, including, without limitation, all principal amounts, reimbursement obligations, interest and fees (including any interest and fees accruing subsequent to a Proceeding (as defined below) whether outstanding on or not such interest or fees constitute allowed claims in any such Proceeding), and premium, if any, and (ii) termination of the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: commitments in respect thereof (the occurrence of the events specified in both clauses (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, and (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Companyparagraph, the holders “Discharge of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents Term Loan Obligations” and, together with the “Discharge of all Senior IndebtednessABL Obligations, or provision shall be made for such payment in full, before the Holder “Discharge of this Note shall be entitled to receive Obligations”). (c) The parties hereto hereby agree that any payment or distribution of any kind or character by any Company to Holdings for payment to Edgen (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of Affiliate thereof) under the Company of any kind or characterServices Agreement, whether in cash, property or property, securities (other than Permitted Junior Securities (as defined below)) or otherwise (a “Services Fee Payment”) is subordinated to the Obligations. The parties hereto hereby agree that no Services Fee Payment shall be made, directly or indirectly, by or on behalf of Holdings (to the extent made with any payment or distribution in from a Company) or any Company following the form occurrence and during the continuation of equity securities a Default or subordinated securities)an Event of Default; provided that, by set-off so long as no Event of Default under Section 8.01(g) or otherwise(h) of each Credit Agreement has occurred and is then continuing, the Companies may make the payments to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee Holdings or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness Edgen to the extent necessary (and only to make payment the extent) expressly permitted by Section 6.08 of each Credit Agreement and notwithstanding the occurrence or continuation of a Default or an Event of Default or any other provision of this Agreement, Edgen may receive its out-of-pocket expenses as set forth in full of the Services Agreement (but subject at all Senior Indebtedness remaining unpaid, after giving effect times to any concurrent maximum threshold set forth in Section 6.08 of each Credit Agreement). For purposes of this Agreement, “Permitted Junior Securities” shall mean any unsecured debt or equity securities of Holdings or any Company that are distributed to Edgen in respect of any Services Fee Payments pursuant to a confirmed plan of reorganization or adjustment that (i) are subordinated in right of payment or distribution to the holder Obligations to at least the same extent as the Services Fee Payments are subordinated to the Obligations pursuant to this Agreement, and (ii) do not have any material terms, and are not subject to or entitled to the benefit of such Senior Indebtednessany agreement or instrument that has material terms, that are less favorable (taken as a whole) to the Lenders than the terms set forth in the Services Agreement.

Subordination. Each Holder, by accepting the Note (a) The Subordinated Lender hereby agrees that the principalall its right, premium, if any, title and other payment obligations of any kind evidenced by this Note are subordinated interest in right of payment, and to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same Subordinated Obligations shall be amended, subordinate and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment in full to the prior payment in full of all indebtedness for borrowed money rights of the Company that is not Senior Indebtedness. In Lenders in respect of the event Senior Obligations, including the payment of principal, premium (if any), interest (including interest accruing during the pendency of any insolvency or bankruptcy case or proceedingbankruptcy, or any receivershipinsolvency, liquidation, reorganization receivership or other similar case proceeding, regardless of whether allowed or proceeding allowable in connection therewithsuch proceeding), relating fees, expense and reimbursement obligations indemnification obligations and all other amounts payable under the Credit Agreement, any other Credit Document, or in respect thereof. (b) The Borrower and the Subordinated Lender hereby agree that, notwithstanding any provision to the Company contrary in any agreement governing or to its assetsevidencing Subordinated Obligations, no payment (whether directly, by purchase, redemption or exercise of any liquidation, dissolution rights of setoff or winding-up otherwise and whether mandatory or voluntary) in respect of the CompanySubordinated Obligations, the holders whether of Senior Indebtedness principal, interest or otherwise, and whether in cash, securities or other property, shall be entitled made by or on behalf of the Borrower or received, accepted or demanded, directly or indirectly, by or on behalf of the Subordinated Lender at any time prior to receive the payment in full in cash or cash equivalents of all the Senior IndebtednessObligations. (c) Upon any distribution of all or substantially all of the assets of the Borrower or upon any dissolution, winding up, liquidation or reorganization of the Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or provision upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower, or otherwise: (i) the Senior Lenders shall first be made for such entitled to receive indefeasible payment in full, full in cash of the Senior Obligations (whenever arising) before the Holder of this Note Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations of the Borrower, whether of principal, interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal assets of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company Borrower of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwiseother property, to which the Holder of this Note Subordinated Lender would be entitled but except for the provisions of this Section 5.2 1 shall be paid or delivered by the liquidating trustee or agent or other person Person making such payment or distribution, distribution (whether a trustee in bankruptcy or receiver bankruptcy, a receiver, custodian or liquidating trustee or otherwise, ) directly to the holders Agent, for the benefit of the Senior Indebtedness Lenders, until the indefeasible payment in full in cash of all Senior Obligations. The Subordinated Lender agrees not to ask, demand, ▇▇▇ for or their representative take or representatives ratably accordingly receive from the Borrower in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the Subordinated Obligations to the aggregate amount remaining unpaid extent prohibited by the preceding sentence, and agrees that in connection with any proceeding involving the Borrower under any bankruptcy, insolvency reorganization, arrangement, receivership or similar law (i) the Agent is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Lender or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Obligations and enforcing any security interest or other lien securing payment of the Subordinated Obligation) as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Lenders and (ii) the Subordinated Lender shall duly and promptly take such action as the Agent, if any, may request to (A) collect amounts in respect of the Subordinated Obligations for the account of the Senior Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Obligations, (B) execute and deliver to such Agent such irrevocable powers of attorney, assignments or other instruments as such Agent may request in order to enable such Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Obligations and (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations. A copy of this Subordination Agreement may be filed with any court as evidence of the Senior Lenders’ right, power and authority thereunder. (d) In the event that any payment by, or on behalf of, or distribution of the assets of, the Borrower of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be received by or on behalf of the Subordinated Lender or any Affiliate thereof at a time when such payment is prohibited by this Subordination Agreement, such payment or distribution shall be held by the Subordinated Lender in trust (segregated from other property of the Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. (e) Subject to the prior indefeasible payment in full in cash of the Senior Obligations, the Subordinated Lender shall be subrogated to the rights of the Senior Lenders to receive payments or distributions in cash, securities or other property of the Borrower to the Senior Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full in cash, and, as between and among the Borrower, its creditors (other than the Senior Lenders) and the Subordinated Lender, no such payment or distribution made to the Senior Lenders by virtue of this Subordination Agreement that otherwise would have been made to the Subordinated Lender shall be deemed to be a payment by the Borrower on account of the Subordinated Obligations, it being understood that the provisions of this paragraph (e) are intended solely for the purpose of defining the relative rights of the Subordinated Lender and the Senior Indebtedness Lenders. (f) Without the prior written consent of the Agent, the Borrower shall not give, or permit to be given, and the Subordinated Lender shall not receive, accept or demand, (i) any security of any nature whatsoever for the Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Borrower or any Subsidiary of the Borrower or (ii) any guarantee, of any nature whatsoever, by the Borrower or any Subsidiary of the Borrower, of the Subordinated Obligations other than any guarantee subordinated to the Senior Obligations on terms substantially identical to (and no less favorable in any significant respect to the Senior Lender than) those hereof. The Subordinated Lender agrees that all the proceeds of any such security or guarantee shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Subordinated Obligations. (g) Any and all instruments or records now or hereafter creating or evidencing the Subordinated Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, shall contain the following legend: “Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent necessary permitted under the Subordination Agreement, dated [ ], [ ] 20[ ], among, inter alia, [ ] and [ ], which Subordination Agreement is incorporated herein with the same effect as if fully set forth herein.” (h) The Subordinated Lender agrees that, except for claims submitted in any proceeding contemplated by Section 2(c) hereof, it will not take any action to make cause the Subordinated Obligations to become payable prior to their scheduled maturity or exercise any remedies or take any action or proceeding to enforce the Subordinated Obligations if the payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessSubordinated Obligation is then prohibited by this Subordination Agreement, and the Subordinated Lender further agrees not to file, or to join with any other creditors of the Borrower in filing, any petition commencing any bankruptcy, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of creditors against or in respect of the Borrower or any other marshalling of the assets and liabilities of the Borrower (provided, that this prohibition shall in no event be construed so as to limit the Subordinated Lender’s right to cause the Subordinated Obligations to become payable prior to their scheduled maturity if all the outstanding Loans in respect of the Borrower under the Credit Agreement have been declared due and payable prior to their scheduled maturity dates).

Subordination. Each Holder(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CERTIFICATE OF DESIGNATION OR ANY OTHER AGREEMENT, by accepting DOCUMENT, CERTIFICATE, OR INSTRUMENT GIVEN IN CONNECTION WITH, RELATED TO OR AFFECTING THE PREFERRED SHARES, the Note agrees that the principal, premium, if anyCompany's obligation to make, and other payment obligations of the Holders right to receive, any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company dividend or distribution (whether outstanding on the date hereof or hereafter createdin cash, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies securities or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (iiproperty) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization direct or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive indirect payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or other property) in consideration for or otherwise in connection the Preferred Shares, including, without limitation, any amortization, retirement, purchase, redemption or other acquisition of any Preferred Share, or any options, warrants or rights to purchase or acquire any Preferred Shares or Common Stock of the Company (collectively, the "Restricted Payments") are strictly junior and fully subordinated securitiesto the right of payment held by the holders of the Senior Debt (the "Senior Debt Holders"). If a default (however defined) under any document, instrument, or other agreement in any way related to the Senior Debt, whether such document, instrument, or other agreement exists on the Initial Issuance Date or is entered into after the Initial Issuance Date, exists at the time a Restricted Payment is to be made or would exist as a result of such Restricted Payment being made, (i) the Company shall not make, and no Holder is entitled to receive, any Restricted Payment unless and until the "Payment in Full of the Senior Debt" (as defined below); and (ii) no Holder shall be entitled to ask, demand, ▇▇▇ for, take or receive from the Company or any of its Subsidiaries, directly or indirectly, in cash or other property, or by set-off or otherwise, to which in any other manner (including without limitation from or by way of collateral) payment of any Restricted Payment unless and until the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee Payment in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account Full of the Senior Indebtedness Debt. (b) The subordination of the rights of the Holders to the extent necessary Senior Debt Holders shall be effective both before and after the commencement of any Insolvency Proceeding (as defined below). All references in this clause 22 to make the Company or any of its Subsidiaries shall include such entity as a debtor-in-possession and any receiver or trustee for such entity in any Insolvency Proceeding. (c) As between the Holders and the Senior Debt Holders and without releasing or affecting any of its senior rights as to the Holders, any Senior Debt Holder may, one or more times, in its sole discretion, without notice to or the consent of any Holder, take any action with respect to the Company, any of its Subsidiaries or any of the Senior Debt, including, without limitation, one or more of the following actions: (i) extend credit to the Company or any of its Subsidiaries in such amounts as such Senior Debt Holder may determine or withhold credit from the Company or any of its Subsidiaries; (ii) release, renew or modify the obligations of the Company or any of its Subsidiaries or any other person or entity obligated on any of the Senior Debt; (c) release, exchange, modify, or surrender in whole or in part such Senior Debt Holder's rights with respect to any security for any of the Senior Debt; (d) modify or alter the term, interest rate or due date of any payment of any of the Senior Debt; (e) grant any postponements, compromises, indulgences, waivers, surrenders or discharges or modify the terms of its agreements with the Company or any of its Subsidiaries; (f) change its manner of doing business with the Company or any of its Subsidiaries or any other person or entity; (g) obtain additional security for the Senior Debt; or (h) impute payments or proceeds of any security furnished for any of the Senior Debt, in whole or in part, to any of the Senior Debt, or retain the payments or proceeds as security for the Senior Debt without applying same toward payment of the Senior Debt. Each Holder waives and releases all claims and defenses arising from any such actions by any holder of Senior Debt, including, without limitation, claims and defenses relating to the inability to collect any Restricted Payment. No Senior Debt Holder will be liable for any action or failure to act under or in connection with any of the documents or instruments evidencing or securing the Senior Debt, it being understood that the decision of whether and when to act and the manner of proceeding under such instruments and documents are within the sole discretion of such Senior Debt Holders, and shall not be affected in any manner by the existence of the Company's obligations hereunder. (d) For purposes hereof, "Payment in Full of the Senior Debt" means the satisfaction of all of the following: (i) the passage of 90 days after the indefeasible and final payment in full in cash of the Senior Debt, (ii) the termination of all hedging transactions with any Senior Indebtedness remaining unpaidDebt Holder, after giving effect (iii) the termination or expiration of all commitments of each Senior Debt Holder to advance funds or issue letters of credit, and (iv) the termination or expiration and return of all letters of credit issued by any concurrent payment Senior Debt Holder. For purposes hereof, "Insolvency Proceeding" means any distribution of all or distribution any of the assets of any entity to the holder creditors of such Senior Indebtednessentity upon the dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief, or composition of such entity or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such entity or otherwise.

Subordination. Each Holder, by accepting (a) All claims of the Note agrees that the Holder to principal, premiuminterest, if anycosts, expenses and any other payment obligations of amounts at any kind evidenced by time owed under this Note or under any guaranty of this Note made by the Company or any of its subsidiaries or affiliates (collectively, “Junior Indebtedness”), are hereby expressly subordinated in right of paymentpayment and otherwise, as herein set forth, to the prior payment in full full, in immediately available funds, of all Superior Indebtedness (as defined below) in the manner described in this Section 3 and Superior Equity (as defined below) in the manner described in this Section 3. For the purpose hereof, “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Superior Indebtedness” shall include: mean (i) money borrowed from banksany and all amounts now or hereafter payable under the Bridge Note or upon any future loans made to the Company by ▇▇▇▇▇ EDUCATION, commercial finance lenders, insurance companies LLC or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtednessits affiliates, (ii) indebtedness incurred in any and all amounts now or hereafter payable to Westport National Bank under the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, Westport Credit Facility and (iii) indebtedness identified as Senior Indebtedness (including all indebtedness restructurings or refinancings in connection with any amounts payable under the Loan and Security Agreement dated as foregoing. For purposes of January 29clarification, 2010 between Silicon Valley Bank and Superior Indebtedness shall include, without limitation, (x) the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of interest, costs, expenses and fees, whether accruing before or after the Company that is not Senior Indebtedness. In the event commencement of any bankruptcy, insolvency or bankruptcy receivership case or proceeding, securing or any receivershipotherwise relating to and at the rate or rates and amounts prescribed in the applicable documents, liquidationwhether or not such interest, reorganization costs, expenses or other similar fees are allowable or allowed in such case or proceeding in connection therewithand (y) all underlying indebtedness arising or accruing before or after the commencement of any bankruptcy, relating to insolvency or receivership case or proceedings. “Superior Equity” shall mean the Series B Preferred Units of the Company now or to its assets, or any liquidation, dissolution or winding-up hereafter issued with such rights and privileges as set forth in Section 4.3(c) of the CompanyOperating Agreement. For purposes hereof, “Senior Lenders” shall mean (x) any holder of Superior Indebtedness described in clauses (i) and (ii) of this paragraph and the holders of Senior Superior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of considered outstanding, and shall include for all Senior Indebtednesspurposes hereunder, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution amount of any kind or character Commitment (other than as defined below) as in effect at the time of such determination and/or calculation and (y) any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessSuperior Equity.

Subordination. Each HolderThe indebtedness evidenced by this Security is subordinate to the prior payment when due of the principal of and interest on all Senior Indebtedness (as such term is defined below). Upon maturity of any Senior Indebtedness, by accepting payment in full must be made on such Senior Indebtedness before any payment is made on or in respect of this Security. During the Note agrees that the principal, continuance of any default in payment of principal of (or premium, if any) or interest or sinking fund on any Senior Indebtedness, or any other event of default with respect to Senior Indebtedness pursuant to which the holders thereof have accelerated the maturity thereof, no direct or indirect payment may be made or agreed to be made by the Issuer on or in respect of this Security. Upon any distribution of assets of the Issuer in any dissolution, winding up, liquidation or reorganization, payment of the principal of and other payment obligations of any kind evidenced by interest on this Note are subordinated Security will be subordinated, to the extent and in right of paymentthe manner set forth in the Indenture, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In The Indenture does not limit the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating Issuer's ability to increase the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders amount of Senior Indebtedness or their representative to incur any additional indebtedness in the future that may affect the Issuer's ability to make payments under this Security. Except as described above, the obligation of the Issuer to make payment of principal or representatives ratably accordingly interest on this Security will not be affected. The Holder of this Security will be subrogated to the aggregate amount remaining unpaid on account rights of the holders of the Senior Indebtedness to the extent necessary of payments made on Senior Indebtedness out of the distributive share of the Security. By reason of such subordination, in the event of a distribution of assets upon insolvency, certain general creditors of the Issuer may recover more, ratably, than Holders of the Securities. "Senior Indebtedness" means Indebtedness of the Issuer outstanding at any time, other than Indebtedness of the Issuer to make a Subsidiary for money borrowed or advanced from any such Subsidiary, except Indebtedness which by its terms is not superior in right of payment to the Securities. "Indebtedness" means (1) any debt of the Issuer (i) for borrowed money or (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in full connection with the acquisition of any property or assets, including securities; (2) any debt of others described in the preceding clause (1) which the Issuer has guaranteed or for which it is otherwise liable; and (3) any amendment, renewal, extension or refunding of any such debt. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of this Security) payment of principal and interest need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder Securities of such Senior Indebtednessseries, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Securities of this series are issuable only in registered form without coupons in any denomination; provided, however, that the minimum denomination shall be $500. All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

Subordination. Each Holder, by accepting Capitalized terms used in this Section but not otherwise defined in this Agreement or in this Section shall have the Note agrees that meanings ascribed to them in the principal, premium, if any, and other Credit Agreement. (a) All payment obligations of any kind evidenced by this Note the Borrower hereunder (whether for principal, interest or otherwise) (the “Subordinated Obligations”) are and shall be expressly subordinated and subject in right of payment, payment to the prior payment indefeasible repayment in full of all the obligations of the Borrower now or hereafter existing under the Credit Agreement (the “Senior Indebtedness” Obligations”) (which, no need herein, shall include without limitation the obligations to pay principal and interest, on such Senior Obligations, and all commissions, fees, indemnities, prepayment premiums and other amounts payable to the Administrative Agent or any lenders or sureties (such lenders or sureties, the “Senior Lenders”), agents or trustees under any Loan Documents with respect to such Senior Obligations, and post-petition interest and post-petition attorneys’ fees and costs, whether or not allowable is bankruptcy, in each case to the extent such items constitute Senior Obligations). (b) The Borrower and the Lender hereby agree that no payment or prepayment shall be made by or on behalf of the Company (whether outstanding Borrower for or on account of any Subordinated Obligations, and the date hereof Lender shall not ask, demand, [ILLEGIBLE], take or hereafter createdreceive from the Borrower, incurreddirectly or indirectly, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banksin cash, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectivelyproperty, or similar transactionsany rights or by set-off or in any other manner, (iii) indebtedness identified as including without limitation, from or by way of collateral, payment of all or any of the Subordinated Obligations, unless and until the Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same Obligations shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment have been indefeasibly repaid in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. cash. (c) In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating relative to the Company Borrower or to its creditors as such, or to its assets, or (ii) any liquidation, dissolution or winding-other winding up of the CompanyBorrower, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iii) any assignment for the holders benefit of creditors or any other marshalling of assets and liabilities of the Borrower, then and in any such event the Senior Indebtedness Lenders shall be entitled to receive payment in full of all amounts due or to become due on or in cash or cash equivalents respect of all Senior Indebtedness, Obligations or provision shall be made for such payment in full, under the Credit Agreement before the Holder of this Note Lender shall be entitled to receive any payment or distribution account of any kind the Loan (whether in respect of principal, interest premium, fees, indemnities, commissions or character (other than otherwise) and to that end, any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of the Loan in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered to the Senior Lenders for application to the Senior Obligations, whether or not due, until the Senior Obligations shall have first been fully paid and satisfied in cash. (other than d) If any event of default (or event or condition that with the giving of notice or passage of time or both would constitute an event of default) shall have occurred and be continuing under the Credit Agreement, then no payment shall be made by the Borrower on or in respect of the Loan, unless and until such event of default, event or condition shall have been remedied or waived. (e) In the event that the Lender receives on account or in respect of the Loan or otherwise after the occurrence and during the continuance of an event of default under the Credit Agreement any distribution of assets by the Borrower or payment by or on behalf of the Borrower of any kind or character, whether in the form of equity cash, securities or subordinated securities)other property, by set-off or otherwise, to which the Holder of this Note would such receipts shall be entitled but received in trust for the provisions benefit of this Section 5.2 the Senior Lenders, shall be paid segregated from other funds and property held by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly Lender and shall be forthwith paid over to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to Administrative Agent under the aggregate amount remaining unpaid on Credit Agreement for the account of the Senior Indebtedness Lenders in the same form as no received (with any necessary endorsement or assignment) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the repayment or prepayment of the Senior Obligations. In the event of failure of the Lender to make any such endorsement or assignment, the Senior Lenders irrevocably are authorized and empowered by and on behalf of the Lender to make the same. (f) The Lender (i) irrevocably authorizes and empowers (without imposing any obligation on) Senior Lenders (or their agents, attorneys or trustees) to demand, ▇▇▇ for, collect, receive and receipt for all payments and distributions on or to respect of its Subordinated Obligations which are required to be paid or delivered to the extent Senior Lenders, as provided herein, and to file and prove all claims therefore and take all such other action, in the name of the Lender or otherwise, as Senior Lenders may determine to be necessary or appropriate for the enforcement of the subordination terms contained in this Agreement, (ii) irrevocably authorizes and empowers (without [ILLEGIBLE] any obligation) Senior Lenders (or their agents, attorneys or trustees) to make payment vote the Subordinated Obligations (including, without limitation, voting the Subordinated Obligations in favor of or in opposition to any matter which may come before any meeting of creditors of the Borrower generally or in connection with, or in anticipation of, any insolvency or bankruptcy case or proceeding, or any proceeding under my laws relating to the relief of debtors, readjustment of Indebtedness, arrangements, reorganizations, compositions or extensions relative to the Borrower) and (iii) agrees to execute and deliver to Senior Lenders all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and to take all such other action, as may be requested by Senior Lenders in order to enable Senior Lenders to enforce all claims upon or in respect of the Subordinated Obligations. (g) The Lender agrees, for the benefit of each Senior Lender, that they will give each Senior Lender prompt notice of any default by the Borrower in respect of the Subordinated Obligations. (h) Until the repayment in full of all the Senior Indebtedness remaining unpaidObligations, after giving effect the Lender shall not transfer, sell, assign, pledge, encumber or otherwise dispose of any of the Subordinated Obligations, unless such transfer, sale, assignment, pledge, encumbrance or disposition is made with the prior written comment of the Administrative Agent under the Credit Agreement. (i) No failure on the part of Senior Lenders and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof by Senior Lenders, nor shall any single or partial exercise of any right, remedy or power hereunder, preclude any other or future exercise of Senior Lenders of any other right, remedy or power. Each and every right, remedy and power granted to Senior Lenders, or allowed Senior Lenders by law or other agreement shall be cumulative and not exclusive, and may be exercised by Senior Lenders, from time to time. (j) Without in any concurrent payment way limiting the generality of the foregoing paragraph, at any time, without the consent of or distribution notice to the holder Lender, without incurring responsibility or liability to the Lender and without impairing or releasing the subordination provided herein or the obligations hereunder of such the Lender, the Senior IndebtednessLenders may do any one or more of the following: (i) change the manner, place or terms of payment of or extended the time of payment of, or renew or alter, Senior Obligations or any collateral security or guaranty therefor, or otherwise amend or supplement in any manner Senior Obligations or any instruments evidencing the same or any agreement under which Senior Obligations are outstanding: (ii) soil, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Obligations; (iii) release any Person liable in any manner for the Senior Obligations; and (iv) exercise or refrain from exercising any rights against the Borrower and any other Person. The Lender unconditionally waives notice of the incurring of Senior Obligations or any part thereof. (k) The Lender, at its own cost, shall take any further action as the Senior Lenders may reasonably request in order to carry out more fully the intent and purpose of the Subordination Terms.

Subordination. (a) Each Holder, by accepting the Note Intercompany Lender hereby agrees that the principalall its right, premiumtitle and interest in, if anyto and under any Intercompany Indebtedness owed to it by any Intercompany Debtor shall be subordinate, and other payment obligations of any kind evidenced by this Note are subordinated junior in right of payment, to the prior extent and in the manner hereinafter set forth, to all Obligations of such Intercompany Debtor until the payment in full in cash or immediately available funds of all Obligations of such Intercompany Debtor (such Obligations, including interest thereon (including interest accruing at the default rate specified in the Credit Agreement) accruing after the commencement of any proceedings referred to in paragraph (b) of this Section, whether or not such interest is an allowed or allowable claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness” of the Company ”). (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (ia) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingproceedings, or and any receivership, liquidation, reorganization or other similar case or proceeding proceedings in connection therewith, relating to the Company any Intercompany Debtor or to its assetsproperty, or and in the event of any proceedings for voluntary liquidation, dissolution or winding-other winding up of the Companyany Intercompany Debtor, whether or not involving insolvency or bankruptcy, then (i) the holders of Senior Indebtedness shall be entitled to receive payment paid in full in cash or cash equivalents immediately available funds in respect of all amounts constituting Senior Indebtedness, or provision shall be made for such payment in full, Indebtedness before the Holder of this Note any Intercompany Lender shall be entitled to receive (whether directly or indirectly), or make any demand for, any payment or distribution of any kind or character character, whether in cash securities or other property (other than Restructured Debt Securities (as defined below)), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, from such Intercompany Debtor on account of any Intercompany Indebtedness owed by such Intercompany Debtor to such Intercompany Lender (provided that the foregoing shall not impair the right of any such Intercompany Lender to file a proof of claim in any such proceeding in accordance with the terms hereof) and (ii) until the holders of Senior Indebtedness are paid in full in cash or immediately available funds in respect of all amounts constituting Senior Indebtedness, any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or characterto which such Intercompany Lender would otherwise be entitled, whether in cash, property or securities (other than a payment of debt securities of such Intercompany Debtor that are subordinated and junior in right of payment to the Senior Indebtedness to at least the same extent as the Intercompany Indebtedness described in this Agreement is subordinated and junior in right of payment to the Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall instead be made to the holders of Senior Indebtedness. (b) If any payment or distribution in Event of Default has occurred and is continuing and the form of equity securities or subordinated securities), by set-off or otherwise, Administrative Agent has provided prior written notice to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making Borrower requesting that no such payment or distribution, or no such forgiveness or reduction, be made, then (i) no payment or distribution of any kind or character, whether a trustee in bankruptcy cash securities or receiver or liquidating trustee other property (other than Restructured Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, directly shall be made by or on behalf of any Intercompany Debtor with respect to any Intercompany Indebtedness owed to any Intercompany Lender and (ii) no Intercompany Indebtedness owing by any Intercompany Debtor to any Intercompany Lender shall be forgiven or otherwise reduced in any way, other than as a result of payment of such amount in full in cash or immediately available funds. (c) If any payment or distribution of any kind or character, whether in cash, securities or other property (other than Restructured Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, with respect to any Intercompany Indebtedness shall (despite these subordination provisions) be received by any Intercompany Lender from any Intercompany Debtor in violation of paragraph (b) or (c) of this Section prior to all Senior Indebtedness having been paid in full in cash or immediately available funds (other than contingent obligations as to which no claim has been made), such payment or distribution shall be held by such Intercompany Lender (segregated from other property of such Intercompany Lender) for the benefit of the Administrative Agent, and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness Administrative Agent promptly upon receipt to the extent necessary to make payment in full of pay all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment in full in cash or distribution to immediately available funds. (d) Each Intercompany Lender and each Intercompany Debtor hereby agrees that the holder subordination provisions set forth in this Agreement are for the benefit of such the Administrative Agent and the other holders of Senior Indebtedness. The Administrative Agent may, on behalf of itself and such other holders of Senior Indebtedness, proceed to enforce these subordination provisions set forth herein.

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and other payment obligations of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banksSubject as provided below, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingan order being made, or any receivershipan effective resolution being passed, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to for the Company or to its assets, or any liquidation, dissolution or winding-up of the CompanyIssuer by reason of bankruptcy or otherwise (except, in any such case, a solvent liquidation, dissolution or winding-up solely for the purposes of a reorganisation, reconstruction or amalgamation of the Issuer or the substitution in place of the Issuer of either a successor in business of the Issuer or CSG, the terms of which reorganisation, reconstruction, amalgamation or substitution (x) have previously been approved by an Extraordinary Resolution and (y) do not provide that the Tier 1 BCNs shall thereby become redeemable or repayable in accordance with these Conditions), the rights and claims of the Holders against the Issuer in respect of or arising under (including any damages awarded for breach of any obligation under) the Tier 1 BCNs shall, subject to any obligations which are mandatorily preferred by law, rank junior to the claims of all holders of Senior Indebtedness shall be entitled unsubordinated obligations of the Issuer and all other subordinated obligations of the Issuer except subordinated obligations of the Issuer in respect of Tier 1 Instruments, at least pari passu with all subordinated obligations of the Issuer in respect of Tier 1 Instruments and senior to receive payment in full in cash or cash equivalents the claims of holders of all Senior Indebtednessclasses of share capital of the Issuer, provided that, if at any such time a Substitution Date has not occurred but an order has been made or an effective resolution has been passed for the liquidation or winding-up of CSG, any amount payable to Holders shall not exceed the amount per Tier 1 BCN that would be paid on a liquidation distribution out of the assets of CSG had the Tier 1 BCNs and any other obligations ranking pari passu with the Tier 1 BCNs ranked pari passu with Guarantor Parity Obligations (as defined in the Guarantee). (ii) On or after a Substitution Date, where CSG is the new Issuer, in the event of an order being made, or provision an effective resolution being passed, for the liquidation or winding-up of CSG: (a) prior to the occurrence of a Contingency Event or a Viability Event, the claims of the Holders against CSG in respect of or arising under the Tier 1 BCNs shall be made for such payment rank (i) junior to all claims of CSG Priority Creditors, (ii) at least pari passu with CSG Parity Obligations and (iii) senior to the rights and claims of all holders of CSG Share Capital; (b) on and after the occurrence of a Contingency Event or a Viability Event, the rights and claims of Holders against CSG under the Tier 1 BCNs in full, before the Holder of this Note shall be entitled to receive any payment or distribution respect of any kind or character (other than any payment or distribution Accrued Conversion Interest shall rank in the form of equity securities or subordinated securitiesmanner described in Condition 3(b)(ii)(a) on account of principal of, or premium, if any, or any other payment obligations on this Noteabove; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness.or

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and Notwithstanding any other payment obligations provision of any kind evidenced by this Note are subordinated in right of payment, Agreement to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof contrary, any Tax Benefit Payment or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is Early Termination Payment required to be senior to this Note made by the terms of such indebtedness, (ii) indebtedness incurred in Corporation to the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness Members under the Loan this Agreement shall rank subordinate and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment to any principal, interest or other amounts due and payable in full to the prior payment respect of any obligations in full respect of all indebtedness for borrowed money of the Company Corporation and its Subsidiaries (“Senior Obligations”) and shall rank pari passu with all current or future unsecured obligations that is are not Senior IndebtednessObligations. In the event of any insolvency or bankruptcy case or proceedingdissolution, or any receivershipwinding up, liquidation, reorganization arrangement, reorganization, adjustment, protection, relief or composition of the Corporation or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding in connection therewith, relating to under any Federal or State bankruptcy or similar law or upon an assignment for the Company or to its assets, benefit of creditors or any liquidation, dissolution or winding-up other marshalling of the Companyassets and liabilities of the Corporation or otherwise, the holders of Senior Indebtedness Obligations shall first be Paid in Full before the Members shall be entitled to receive payment in full in cash any Tax Benefit Payment or cash equivalents of all Senior IndebtednessEarly Termination Payment (or any interest thereon), or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive and any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities securities) that otherwise would be payable or deliverable upon or with respect to the Tax Benefit Payment or Early Termination Payment in any such case, proceeding, assignment, marshalling or otherwise shall be paid or delivered directly to the holders of the Senior Obligations until Paid in Full. If any event of default has occurred and is continuing under the Senior Obligations, no Tax Benefit Payment or Early Termination Payment (or any interest due thereon) shall be made by or on behalf of the Corporation, and the Members shall not take or receive from the Corporation, directly or indirectly, in cash or other than any payment property or distribution in the form of equity securities or subordinated securities), by set-set off or otherwisein any other manner, including, without limitation, from or by way of collateral, payment of all or any outstanding portion of the Tax Benefit Payment or Early Termination Payment (or interest due thereon). All payments or distributions received by the Members which are paid or received contrary to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 5.1 shall be paid received in trust for the benefit of the lenders and agents under the Senior Obligations, shall be segregated from other funds and property held by the liquidating trustee Members, and shall be forthwith paid over to the Barclays Bank PLC (or its designated successor), as administrative agent or on behalf of the lenders and other person making such agents under the Senior Obligations, to be applied to the payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account prepayment of the Senior Indebtedness to Obligations in accordance with the extent necessary to make payment in full terms of all the agreements governing the Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessObligations.

Subordination. Each Holder(a) Subject to Section 3.1, by accepting payment of the Note agrees that the principal, premium, if any, Subordinated Debt is and other payment obligations of any kind evidenced by this Note are subordinated shall be expressly subordinate and junior in right of paymentpayment to the prior payment in full in cash of the Senior Debt to the extent and in the manner set forth herein, and the Subordinated Debt is hereby so subordinated as a claim against Subordinated Borrower or any of the assets of Subordinated Borrower, whether such claim be (i) in the event of any distribution of the assets of Subordinated Borrower upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving Subordinated Borrower or the readjustment of its liabilities or any assignment for the benefit of creditors or any marshaling of its assets or liabilities (collectively called a "Reorganization"), or (ii) other than in connection with a Reorganization, to the prior payment in full of all “Senior Indebtedness” in cash of the Company Senior Debt. (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” b) If Subordinated Lender shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged receive any payment in the business violation of lending money that is required to be senior to this Note by the terms of hereof, it shall hold such indebtedness, (ii) indebtedness incurred payment in the ordinary course of business trust for the purpose benefit of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan Creditors and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full forthwith pay it over to the prior payment in full of all indebtedness for borrowed money Senior Creditors, ratably according to the aggregate amounts remaining unpaid on account of the Company that is not Senior Indebtedness. Debt, for application to and payment of the Senior Debt. (c) In the event of any insolvency Reorganization relative to Subordinated Borrower or bankruptcy case or proceedingits properties, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up then all of the Company, the holders of Senior Indebtedness Debt shall first be entitled to receive payment paid in full in cash or cash equivalents of all Senior Indebtednessbefore any payment is made upon the Subordinated Debt, or provision shall be made for and in any such payment in full, before the Holder of this Note shall be entitled to receive proceedings any payment or distribution of any kind or character (other than character, whether in cash or property or securities, which may be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to the Senior Creditors, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt, for application in payment of the Senior Debt, unless and until all the Senior Debt is paid in full in cash, and Subordinated Lender hereby irrevocably authorizes the Agent, as attorney-in- fact for Subordinated Lender, to vote any claim or proof of claim in such proceedings in respect of the Subordinated Debt, to file or prove any claim in such proceedings in respect of the Subordinated Debt, to demand, ▇▇▇ for, collect and receive any such payment or distribution, to apply such payment or distribution to the payment of the Senior Debt, and to take such other action (including acceptance or rejection of any plan of Reorganization) in the form name of equity securities Subordinated Lender or subordinated securities) on account of principal the relevant Senior Creditors as the Agent may deem necessary or advisable for the enforcement of the provisions hereof. Subordinated Lender shall execute and deliver such other and further powers of attorney, assignments, proofs of claim or other instruments, and take such other actions, as may be requested by the Agent in order to enable the Agent to accomplish any of the foregoing, but only with respect to Subordinated Lender's capacity as a holder hereof and not in respect of any other relationship between Subordinated Lender and Subordinated Borrower. Consistent with, but not in limitation of, the foregoing, in such an event, the Agent shall be deemed to be the assigned (and thus the holder) of such claims or premiumproof of claims and shall have the right to assert and vote such claims in any Reorganization, if anyincluding, without limitation, through the filing of any proof of claim therein and the casting of any ballots to accept or reject any plan of reorganization proposed by, for, or with respect to any other payment obligations on this Note; and such Reorganization. (d) In the event that, notwithstanding the foregoing, upon any such Reorganization, any payment or distribution of the assets of the Company Subordinated Borrower of any kind or character, whether in cash, property or securities (other than any securities, shall be received by Subordinated Lender in respect of the Subordinated Debt before all Senior Debt is paid in full in cash, such payment or distribution shall be held in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but trust for the provisions of this Section 5.2 Senior Creditors and shall forthwith be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly over to the holders of Senior Indebtedness or their representative or representatives Creditors, ratably accordingly according to the aggregate amount amounts remaining unpaid on account of the Senior Indebtedness Debt, for application to the extent necessary to make payment of the Senior Debt until all Senior Debt shall have been paid in full in cash. (e) Subordinated Lender agrees that, until the Senior Debt has been paid in full in cash, except as expressly provided by Section 3.1, it will not take, demand or receive, or take any action to accelerate or collect, any payment of all or any part of the Subordinated Debt. (f) The Senior Indebtedness remaining unpaidCreditors, after giving effect or any of them, may, at any time and from time to time, without the consent of or notice to Subordinated Lender, without incurring any responsibility to Subordinated Lender, and without impairing or releasing any of the rights of any Senior Creditor, or any of the obligations of Subordinated Lender: (i) change the amount or terms of or renew or extend any Senior Debt or enter into or amend in any manner any agreement relating to any concurrent Senior Debt; (ii) sell, exchange, release or otherwise deal with any property at any time pledged or mortgaged to secure any Senior Debt; (iii) release anyone liable in any manner for the payment or distribution collection of any Senior Debt; and (iv) exercise or refrain from exercising any rights against Subordinated Borrower and others (including Subordinated Lender). (g) Subordinated Lender hereby waives notice of or proof of reliance by any Senior Creditor upon the provisions hereof, and the Senior Debt shall conclusively be deemed to have been created, contracted, incurred or maintained in reliance upon the holder provisions hereof. (h) Each Senior Creditor shall be a third-party beneficiary of such Senior Indebtednessthe provisions of this Section 3.2.

Subordination. Each HolderExcept as otherwise provided in this Section 14.7, by accepting the Note agrees that the principal, premium, if any, and other payment obligations any indebtedness of any kind evidenced by this Note are Borrower now or hereafter owing to any other Borrower is hereby subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (Obligations, whether outstanding on the date hereof heretofore, now or hereafter created, incurredand whether before or after notice of termination hereof, assumed and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Agent, pay in whole or guaranteed)in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. The term “Senior Indebtedness” At the request of Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall include: (i) money borrowed from bankspay to Agent all or any part of such subordinated indebtedness and any amount so paid to Agent at its request shall be applied to payment of the Obligations. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrower as trustee for Agent and Lenders and shall be paid over to Agent immediately on account of the Obligations, commercial finance lenders, insurance companies but without otherwise affecting in any manner any such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or other financial institutions regularly engaged proceeding in which the business filing of lending money that claims is required by law in respect of any indebtedness of the other Borrowers to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amendedBorrower, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness Agent and Lenders shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character such Borrower’s rights thereunder. If for any reason any such Borrower fails to file such claim at least thirty (other than any payment or distribution 30) days prior to the last date on which such claim should be filed, Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in Borrowers’ name or, in Agent’s discretion, to assign such claim to, and cause a proof of claim to be filed in the form of equity securities or subordinated securities) on account of principal name of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or characterAgent’s nominee. In all such cases, whether in cashadministration, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Agent the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose any such Borrower hereby assigns to Agent, for itself and the ratable benefit of Secured Parties, all such Borrower’s rights to any payments or distributions to which the Holder of this Note such Borrower otherwise would be entitled but for entitled. If the provisions of this Section 5.2 shall be amount so paid by is greater than any such Borrower’s liability hereunder, Agent will pay the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly excess amount to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessperson entitled thereto.

Subordination. Each HolderThe Company covenants and agrees, and each holder of this Note by accepting the Note agrees his acceptance hereof likewise covenants and agrees, that the principal, premium, if any, payment of the principal and other payment obligations of any kind evidenced by interest on this Note are subordinated is subordinated, to the extent and in right of paymentthe manner hereinafter set forth, to the prior payment in full of all “Senior Indebtedness” Debt. The term "Senior Debt" means the principal of the Company (whether outstanding and premium, if any, and interest on the date hereof following, whether currently outstanding or hereafter created, incurred(i) indebtedness of the Company for money borrowed (including purchase money obligations) evidenced by notes or other written obligations (other than this Note), (ii) indebtedness of the Company evidenced by notes (other than this Note), debentures, bonds or other securities issued under the provisions of an indenture, fiscal agency agreement or similar instrument, (iii) obligations of the Company as lessee under capitalized leases and leases of property made as part of any sale and leaseback transactions, (iv) indebtedness of others of any of the kinds described in the preceding clauses (i) through (iii) assumed or guaranteedguaranteed by the Company and (v) renewals, extensions and refundings of, and indebtedness and obligations of a successor corporation issued in exchange for or in replacement of, indebtedness or obligations of the kinds described in the preceding clauses (i) through (iv). The term “Notwithstanding the foregoing, Senior Indebtedness” shall Debt will not include: (i) money borrowed from banksany particular indebtedness, commercial finance lendersobligation, insurance companies renewal, extension or other financial institutions regularly engaged in refunding if the business of lending money instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable obligation, renewal, extension or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior refunding is not superior in right of payment in full to the prior payment Note. As used in full of the second preceding sentence, the term "purchase money obligations" shall mean indebtedness or obligations evidenced by a note, debenture, bond or other instrument (whether or not secured by any lien or other security interest but excluding indebtedness or obligations for which recourse is limited to the property purchased) issued or assumed as all indebtedness for borrowed money or part of the Company that is not Senior Indebtedness. In consideration for the event acquisition of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or characterproperty, whether in cashby purchase, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities)merger, by set-off consolidation or otherwise, to which but shall not include any trade accounts payable. These provisions set forth in this paragraph (a) and the Holder of this Note would be entitled but following paragraphs (b), (c), (d), (e) and (f) (the "Subordination Provisions") are made for the provisions benefit of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders from time to time of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account Debt, and such holders and/or each of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of them may enforce such Senior Indebtednessprovisions.

Subordination. Each Holder2.1.1 Except as provided in this Agreement, the rights of the Junior Creditor in respect of the Subordinated Indebtedness are subordinated to the Senior Liabilities. 2.1.2 The Junior Creditor undertakes to the Secured Parties that it shall not, except as the Agent has previously consented in writing: (a) unless Clause 6 (Subordination on insolvency) applies, demand or receive payment or any distribution in respect, or on account of, any indebtedness owing to it by accepting the Note agrees that Borrower (“ Subordinated Indebtedness”) or apply any money or assets in discharge of the principal, premium, if any, and Subordinated Indebtedness; (b) discharge any of the Subordinated Indebtedness by set off; (c) permit to subsist or receive any Security for any of the Subordinated Indebtedness; (d) permit to subsist or receive any guarantee or other payment obligations assurance against loss in respect of any kind evidenced by this Note are subordinated in right of paymentthe Subordinated Indebtedness; (e) amend, vary, waive or release any term relating to the prior payment in full of all “Senior Indebtedness” Subordinated Indebtedness or allow any of the Company foregoing to occur; or (whether outstanding on f) assign, factor or dispose of, or create or permit to subsist any Security over, any of the date hereof Subordinated Indebtedness or hereafter created, incurred, assumed its proceeds or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged any interest in the business of lending money Subordinated Indebtedness or its proceeds to, or in favour of, any person other than the Secured Parties. 2.1.3 The Borrower undertakes to the Secured Parties that it shall not, except as the Agent has previously consented in writing; (a) make any payment which the Junior Creditor is required to be senior to this Note prohibited from receiving by the terms of such indebtedness, this Agreement; or (iib) indebtedness incurred in take or omit to take any action or step whereby the ordinary course subordination of business for all or any of the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified Junior Liabilities as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced contemplated by this Note shall Agreement could reasonably be senior in right of payment in full expected to be terminated, impaired or adversely affected. 2.1.4 Notwithstanding anything else to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Companycontrary herein, the holders of Senior Indebtedness Secured Parties agree that the Junior Creditor shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtednessat any time claim and receive, or provision shall be made for such payment in full, before and the Holder of this Note Borrower shall be entitled to receive any make, in each case subject to compliance with the applicable order of priority, payment or distribution of any kind or character amount that the Borrower is permitted to transfer to the Distribution Account pursuant to Schedule 8 (other than any payment or distribution in The Accounts) of the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; Facility Agreement and any payment or distribution amount that the Borrower is permitted to pay to the Junior Creditor pursuant to paragraphs 6.2 and 7.2 of assets Schedule 8 (The Accounts) of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessFacility Agreement.

Subordination. Each HolderAnything in this Junior Subordinated Note to the contrary notwithstanding, by accepting the Note agrees that the principal, premium, if any, and other payment obligations of any kind indebtedness evidenced by this Junior Subordinated Note are subordinated shall be subordinate and junior in right of payment, to the prior payment extent and in full the manner hereinafter set forth, to all indebtedness or other liabilities of the Maker outstanding from time to time including, without limitation, (x) the Maker's obligation to principal, interest and other amounts under the Credit Agreement, and (y) any interest accruing after the commencement of any proceedings referred to in clause (ii) below, whether or not such interest is an allowed claim in such proceeding (all “such indebtedness or other liabilities and interest being herein called "Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: "): (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all amounts constituting Senior Indebtedness, or provision shall be made for such payment in full, Indebtedness before the Holder Payee is entitled to receive any payment on account of this Note Junior Subordinated Note, provided that the Maker may make, and the Payee shall be entitled to receive and retain from time to time, payments and prepayments in respect of the principal and interest of this Junior Subordinated Note to the extent permitted under Sections 1, 2 or 3 above. (ii) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Maker or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Maker, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts constituting Senior Indebtedness before the Payee is entitled to receive, or make any demand for, any payment on account of this Junior Subordinated Note, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character character, whether in cash or property or securities. (other than any payment or distribution in the form of equity securities or subordinated securitiesiii) on account of principal of, or premium, if any, or any other payment obligations on this Note; and If any payment or distribution of assets of the Company of any kind or character, whether in cash, property securities or securities other property, in respect of this Junior Subordinated Note shall (other than any despite these subordination provisions) be received by the Payee before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but trust for the provisions of this Section 5.2 benefit of, and shall be paid by the liquidating trustee over or agent or other person making such payment or distributiondelivered to, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness (or their representative or representatives representatives), ratably accordingly according to the respective aggregate amount amounts remaining unpaid on account of the Senior Indebtedness thereon, to the extent necessary to make payment in full of pay all Senior Indebtedness remaining unpaidin full. No present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce subordination of this Junior Subordinated Note by any act or failure to act on the part of the Maker or by any act or failure to act, after giving effect in good faith on the part of such holder or any trustee or agent for such holder. The foregoing provisions are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and the Payee on the other hand, and nothing herein shall impair, as between the Maker and the Payee, the obligation of the Maker, which is unconditional and absolute, to any concurrent payment or distribution pay to the holder Payee the principal hereof in accordance with the terms hereof, nor shall anything herein prevent the Payee from exercising all remedies otherwise permitted by applicable law in respect hereof, subject to the rights, if any, under this Junior Subordinated Note of such holders of Senior IndebtednessIndebtedness to receive cash, property or securities otherwise payable or deliverable to the Payee.

Subordination. Each Holder, by accepting the Note The Junior Creditor covenants and agrees that the principalJunior Indebtedness, premiumhowsoever evidenced and whether now existing or hereafter incurred, if any, shall be subordinate and other payment obligations of any kind evidenced by this Note are subordinated junior in right of payment, to the prior payment extent and in full of the manner hereinafter set forth, to all “Senior Indebtedness” : (a) The holder of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall first be entitled to receive payment in full finally and irrevocably paid in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before an aggregate amount equal to the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premiumthereof and termination fees, if any, interest at the time due thereon, and all other costs, fees, expenses and/or obligations now or any other payment obligations on this Note; and hereafter owing thereunder, before any payment or distribution of assets of the Company Distribution of any kind or character, whether in cash, property securities or securities (other than property, shall be made on account of the Junior Indebtedness or otherwise to or for the benefit of Junior Creditor; and any payment or distribution Distribution of any character, whether in the form of equity cash, securities or subordinated securities)other property, by set-off or which would otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 Article IV, be payable or deliverable in respect ---------- of the Junior Indebtedness or otherwise shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, delivered directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account holder of the Senior Indebtedness (or its duly authorized representatives), until all the Senior Indebtedness shall have been paid in full. (b) Notwithstanding the provisions of subparagraph (a) of this ---------------- Article IV, Borrower may pay interest on the unpaid principal balance of the ---------- Junior Indebtedness on a monthly basis in arrears and make both scheduled payments and prepayments of principal on the terms and conditions set forth in the Junior Documents (the "Permitted Payments"); provided, however, that as a ------------------ -------- ------- condition precedent to the extent necessary Borrower's right to make payment in full (and the Junior Creditor's rights to receive) any and all such Permitted Payments, there shall not have occurred or then exist a Default or Event of all Default under any of the Senior Indebtedness remaining unpaidor any of the Senior Documents, after giving effect or an event or condition which with notice, lapse of time or the making of such payment would constitute a Default or Event of Default under any of the foregoing. (c) The Junior Creditor agrees to promptly notify the Senior Creditor in writing of any default or event of default on any Junior Indebtedness or otherwise or under any of the Junior Documents and further agrees not to exercise any right or remedy or take any enforcement action with respect to any concurrent payment default or distribution event of default on any of the Junior Indebtedness or otherwise or under any of the Junior Documents until such time as the Senior Indebtedness has been paid in full. Without limiting any of the foregoing, any failure of Borrower to perform any of its obligations to Junior Creditor as a result of any of the holder prohibitions, restrictions or limitations set forth in this Agreement shall not constitute the basis for a default or event of such Senior Indebtednessdefault on any Junior Indebtedness or under any Junior Documents.

Subordination. (a) Each Holder, by accepting the Note Credit Party executing this Agreement covenants and agrees that the payment of all indebtedness, principal, premium, if any, and other payment obligations interest (including interest which accrues after the commencement of any kind evidenced case or proceeding in bankruptcy, or for the reorganization of any Credit Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Credit Party to such Credit Party, including any intercompany trade payables or royalty or licensing fees (collectively, the “Subordinated Obligations”), is subordinated, to the extent and in the manner provided in this Note are subordinated in right of paymentSection 11.18, to the prior payment in full of all Obligations and the Eligible Swap Obligations (herein, the “Senior Indebtedness” Obligations”) and that the subordination is for the benefit of the Company Agent and Lenders, and Agent may enforce such provisions directly; provided, however, that with respect to the Eligible Swap Obligations, the subordination provisions herein shall terminate and be of no further force or effect from and after the Termination Date. (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: b) Each Credit Party executing this Agreement hereby (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business authorizes Agent to demand specific performance of lending money that is required to be senior to this Note by the terms of this Section 11.18, whether or not any other Credit Party shall have complied with any of the provisions hereof applicable to it, at any time when such indebtedness, Credit Party shall have failed to comply with any provisions of this Section 11.18 which are applicable to it and (ii) indebtedness incurred in irrevocably waives any defense based on the ordinary course adequacy of business for the purpose a remedy at law, which might be asserted as a bar to such remedy of granting security interests in the Company’s accounts receivable or purchase orders for purposes specific performance. (c) Upon any distribution of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event assets of any insolvency or bankruptcy case or proceedingCredit Party in any dissolution, or any receivershipwinding up, liquidation, examinership or reorganization (whether in bankruptcy, insolvency, examinership or other similar case receivership proceedings or proceeding in connection therewith, relating to upon an assignment for the Company benefit of creditors or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness otherwise): (i) The Agent and Lenders shall first be entitled to receive payment in full in cash or cash equivalents of all the Senior Indebtedness, or provision shall be made for such payment in full, Obligations before the Holder of this Note shall be any Credit Party is entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any the Subordinated Obligations; (ii) Any payment or distribution of assets of the Company any Credit Party of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note any other Credit Party would be entitled but except for the provisions of this Section 5.2 11.18(c), shall be paid by the liquidating trustee or agent or other person Person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, distribution directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness Agent, to the extent necessary to make payment in full of all Senior Indebtedness Obligations remaining unpaidunpaid after giving effect to any concurrent payment or distribution or provisions therefor to the Agents and Lenders; and (iii) In the event that notwithstanding the foregoing provisions of this Section 11.18(c), any payment or distribution of assets of any Credit Party of any kind or character, whether in cash, property or securities, shall be received by any other Credit Party on account of the Subordinated Obligations before all Senior Obligations are paid in full, such payment or distribution shall be received and held in trust for and shall be paid over to the Agent for application to the payment of the Senior Obligations until all of the Senior Obligations shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the Agents and Lenders. No right of the Agent and Lenders or any other present or future holders of any Senior Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Credit Party or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Credit Party with the terms hereof, regardless of any knowledge thereof which any such holder of such Senior Indebtednessmay have or be otherwise charged with.

Subordination. Each Holder, by accepting the Note Credit Party hereby agrees that the principal, premium, if anyall claims and demands, and other payment obligations all interest accrued or that may hereafter accrue thereon, in respect of any kind evidenced by this Note Subordinated Debt are subordinated in right of payment, subject and subordinate to the prior indefeasible payment and satisfaction in full in cash of all “Senior Indebtedness” Obligations. In furtherance of and not in limitation of the Company foregoing: (a) no payment or prepayment of any principal or interest on account of, and no repurchase, redemption or other retirement (whether outstanding on at the date hereof option of the holder or hereafter createdotherwise) of Subordinated Debt shall be made, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in if at the business of lending money that is required to be senior to this Note by the terms time of such indebtednesspayment, prepayment, repurchase, redemption or retirement or immediately after giving effect thereto there shall exist a Default or Event of Default; (iib) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingproceedings, or and any receivership, liquidation, reorganization or other similar case or proceeding proceedings in connection therewith, relating to the Company any Credit Party or to its assetscreditors, or to their respective properties, and in the event of any proceedings for voluntary liquidation, dissolution or winding-other winding up of the Companyany Credit Party, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness Obligations shall be entitled to receive final, indefeasible payment in full in cash or cash equivalents of all Senior IndebtednessObligations (including interest thereon accruing after the commencement of any such proceedings, whether or provision not allowed or allowable as a claim in such proceedings) and the Facility shall be made for such payment in fullterminated, before the Holder holders of this Note the Subordinated Debt (including any other Credit Party) shall be entitled to receive any payment or other distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal ofthe Subordinated Debt, or premium, if any, or any other payment obligations on this Note; and any payment or distribution to that end the holders of assets of the Company Senior Obligations shall be entitled to receive distributions of any kind or character, whether in cash, cash or property or securities securities, which may be payable or deliverable in any such proceedings in respect of the Subordinated Debt; (other than any payment or distribution c) in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account event that any Subordinated Debt is declared due and payable before its expressed maturity because of the Senior Indebtedness to the extent necessary to make payment in full occurrence of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder an event of such Senior Indebtedness.default (under circumstances 2

Subordination. Each Holder, by accepting The indebtedness of the Note agrees that the principal, premium, if any, and other payment obligations of any kind Company evidenced by this Note are subordinated in right of paymentSubordinated Note, to including the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter createdprincipal and interest, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan subordinate and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment in full to its obligations to the prior payment in full holders of all indebtedness Senior Indebtedness (as defined below), and such subordination is for borrowed money the benefit of and enforceable by the holders of such Senior Indebtedness. If there will have occurred and be continuing a default in any payment with respect to Senior Indebtedness or any event of default with any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default will have been cured or waived or will have ceased to exist, no payments will be made by the Company that is not Senior Indebtednesswith respect to the Subordinated Notes. In the event of any insolvency insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or bankruptcy case or proceeding, similar proceedings or any receivership, liquidation, reorganization liquidation or other similar case winding up of or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of whether voluntary or involuntary, all Senior Indebtedness shall will be entitled to receive be paid in full before any payment will be made on account of the principal of or interest on this Subordinated Note. In the event of any such proceedings, after payment in full in cash or cash equivalents of all Senior Indebtednesssums owing on such prior obligations, or provision shall be made for such payment in fullthe Holder, before together with holders of any obligations of the Holder of Company ranking on a parity with this Note shall Subordinated Note, will be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in be paid from the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of remaining assets of the Company of the unpaid principal thereof and any kind interest thereon before any payment or characterother distribution, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would will be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid made on account of any capital stock or any obligations of the Senior Indebtedness Company ranking junior to this Subordinated Note. Nothing herein will impair the extent necessary obligation of the Company, which is absolute and unconditional, to make payment in full pay the principal of all Senior Indebtedness remaining unpaid, after giving effect and interest on this Subordinated Note according to any concurrent payment or distribution to the holder of such Senior Indebtednessits terms.

Subordination. Each HolderThe subordination provisions of Article XIII of the Indenture shall apply; provided, by accepting however, that for the Note agrees that purposes of the principalDebentures (but not for the purposes of any other Securities unless specifically set forth in the terms of such Securities), the definitions of “Senior Debt” and “Senior Indebtedness” in the Indenture are hereby amended in their entirety to read as follows: “‘Allocable Amounts,’ when used with respect to any Senior Subordinated Debt or Junior Subordinated Debt, means the amount necessary to pay all principal (and premium, if any) and interest, if any, on such Senior Subordinated Debt or Junior Subordinated Debt, as applicable, in full less, if applicable, any portion of such amount which would have been paid to, and retained by, the holders of such Senior Subordinated Debt or Junior Subordinated Debt, as applicable (whether as a result of the receipt of payments by the holders of such Senior Subordinated Debt or Junior Subordinated Debt, as applicable, or any other payment obligations of obligor thereon or from any kind evidenced by this Note are subordinated holders of, or trustee in respect of, other indebtedness that is subordinate and junior in right of paymentpayment to such Senior Subordinated Debt or Junior Subordinated Debt, as applicable, pursuant to any provision of such indebtedness for the payment over of amounts received on account of such indebtedness to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms holders of such indebtednessSenior Subordinated Debt or Junior Subordinated Debt, (iias applicable) indebtedness incurred but for the fact that such Senior Subordinated Debt or Junior Subordinated Debt, as applicable, is subordinate or junior in right of payment to trade accounts payable or accrued liabilities arising in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessbusiness.”

Subordination. (a) Each Holder, by accepting the Note Guarantor agrees that the principal, premium, if any, and other payment obligations by the Borrower of any kind evidenced by this Note are Permitted Debt in favor of such Guarantor (the “Subordinated Lender”) shall be subordinated in right of payment, and subject to the prior payment or performance in full of all the Guaranteed Obligations and any other amounts payable by the Borrower under the Loan Agreement and any other Loan Document (“Senior Indebtedness” Debt”) in the manner and to the extent provided in paragraphs (b) through (e) of this Section 9. (b) Upon any distribution of assets of the Company Borrower to creditors (whether outstanding on other than the date hereof Subordinated Lender), upon a liquidation or hereafter createddissolution of the Borrower or in a bankruptcy, incurredreorganization, assumed insolvency, receivership or guaranteed). The term “Senior Indebtedness” shall include: similar proceeding relating to the Borrower or its property, (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness Secured Party shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, Debt before the Holder of this Note Subordinated Lender shall be entitled to receive any payment of principal of or interest on or any other amounts in respect of Permitted Debt of in favor of the Subordinated Lender (the “Subordinated Debt”); and (ii) until payment in full of the Senior Debt, any distribution of assets of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note Subordinated Lender would otherwise be entitled but for the provisions of this Section 5.2 shall be paid by the Borrower or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other person making such payment or distributiondistribution to, whether or if received by the Borrower or the Subordinated Lender, shall be held for the benefit of and shall be forthwith paid or delivered to, the Secured Party. (c) If the Subordinated Lender does not file proper claims or proofs of claim in the form required in a trustee in bankruptcy bankruptcy, reorganization, insolvency, receivership or receiver or liquidating trustee or otherwise, directly similar proceeding relating to the holders of Senior Indebtedness Borrower or their representative or representatives ratably accordingly its property prior to 45 days before the aggregate amount remaining unpaid on account expiration of the Senior Indebtedness time to file such claims, then (a) upon the extent necessary request of the Secured Party, the Subordinated Lender shall file such claims and proofs of claim in respect of this instrument and execute and deliver such powers of attorney, assignments and other instruments as are required to make enable the Secured Party to enforce any and all claims upon or in respect of the Subordinated Debt and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of Subordinated Debt until payment in full of all the Senior Indebtedness remaining unpaidDebt, after giving effect and (b) whether or not the Subordinated Lender shall take the action described in the preceding clause (a), the Secured Party shall nevertheless be deemed to have such powers of attorney as may be necessary for them to file appropriate claims and proofs of claim and otherwise exercise the powers described above. (d) No right of Secured Party to enforce the terms of this Section 9 shall be impaired by any concurrent payment act or distribution failure to act by the holder Borrower or either Guarantor. Neither the terms of such this Section 9 nor the rights of the Secured Party under this Guarantee Agreement shall be affected by any extension, renewal or modification of the terms of, or the granting of any security in respect of, any Senior IndebtednessDebt or any exercise or nonexercise of any right, power or remedy with respect thereto. (e) Until the Senior Debt is paid in full, the Subordinated Lender shall not exercise any right of subrogation that it may have now or hereafter as a result of its performance of this Guarantee Agreement.

Subordination. Each Holder, 11.1 The Subordinated ▇▇▇▇▇▇ agrees with the Issuer that any amount owed to it by accepting the Note agrees that the principal, premium, if any, and other payment obligations of Issuer hereunder or otherwise in connection herewith or in connection with any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” Transaction Document or any of the Company (whether outstanding on the date hereof transactions contemplated hereby or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” thereby shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is not become due and payable unless and until all amounts required to be senior paid to this Note any person identified or otherwise described in clause 21 (Order of Priority) of the Trust Agreement ranking prior to the payment of such amount to the Subordinated Lender have been paid and discharged in full either by the terms Issuer or through payment of such indebtedness, enforcement proceeds of the Purchased Receivables and the related Ancillary Rights by the Security Trustee and (ii) indebtedness incurred payment can be effected from a net profit (net income for the year plus profit carryforward)(Gewinn) or from other free assets in excess of liabilities (freies Vermögen) recorded in the ordinary course of business for commercial financial statements or from any liquidation surplus (Liquidationsüberschuss). 11.2 The Subordinated Lender hereby covenants with the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company Issuer that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or characterif, whether in cash, property the liquidation of the Issuer or securities upon the occurrence of an Enforcement Event or otherwise (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for and notwithstanding the provisions of this Section 5.2 clause 11), any amount is received by it in respect of the Subordinated Loan or any interest thereon, other than pursuant to, and in accordance with, clause 21 (Order of Priority) of the Trust Agreement, such amount shall be received and held by the Subordinated Lender as trustee (Treuhänder) for the Issuer and shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly over to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness Issuer forthwith upon receipt; provided that this clause 11.2 shall have effect only to the extent necessary that it does not and is not deemed to make payment constitute or create any mortgage, charge or other security interest of any kind. Form of Subordinated Loan Advance Notice [Letterhead of Issuer] Date: Proposed Additional Borrowing Date (to be an Additional Purchase Date) Additional Subordinated Loan Increase Amount GBP Total outstanding Subordinated Loan after drawing of additional Subordinated Loan Increase Amount Additional Receivables Purchase Price GBP Certifications: 1. The representations and warranties of Driver UK Master S.A., acting for and on behalf of its Compartment 7 (the "Issuer") in full (i) clause 4.2(Representation and Warranties) of all Senior Indebtedness remaining unpaidthe Subordinated Loan Agreement dated 27 November 2023, after giving effect as amended and restated from time to any concurrent payment or distribution time, (the "Subordinated Loan Agreement") between the Issuer and Volkswagen Financial Services (UK) Limited as Subordinated Lender (the "Subordinated Lender") and Intertrust Trustees GmbH as Security Trustee (the "Security Trustee"), and (ii) the other Transaction Documents to which the Issuer is a party, are true and correct on the date hereof. 2. The conditions to the holder subordinated loan required advances specified in the Subordinated Loan Agreement (including each of such Senior Indebtednessthe conditions precedent set out in clause 2.2(a)(ii), 2.2(a)(iv), 2.2(b) and 2.2(c) (The Subordinated Loan)) of the Subordinated Loan Agreement have been satisfied and/or will be satisfied as of the requested additional borrowing date. 3. This subordinated loan advance notice is irrevocable.

Subordination. Each Holder, by accepting (a) The obligations of New VERITAS under Section 2.1 hereof shall be subordinate and junior in right of payment to the Note agrees New VERITAS Senior Indebtedness (as defined in Section 2.2(b) hereof) to the same extent and in the same manner that the principalSecurities are subordinate and junior in right of payment to the Senior Indebtedness of the Company pursuant to Article Thirteen of the Indenture. (b) As used herein, "New VERITAS Senior Indebtedness" means the principal of, premium, if any, interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in such proceeding) and rent payable on or in connection with, and all fees, costs, expenses and other payment obligations amounts accrued or due on or connection with, Indebtedness of any kind evidenced by this Note are subordinated in right of paymentNew VERITAS, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter thereafter created, incurred, assumed assumed, guaranteed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note effect guaranteed by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness New VERITAS (including all indebtedness under deferrals, renewals, extensions or refundings of, or amendments, modifications or supplements to, the Loan and Security Agreement dated as foregoing), unless in the case of January 29, 2010 between Silicon Valley Bank and any particular Indebtedness the Company, as instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such Indebtedness shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall not be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company Securities or expressly provides that such Indebtedness is not Senior Indebtedness. In the event of any insolvency "pari passu" or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating "junior" to the Company or to its assetsSecurities. Notwithstanding the foregoing, or any liquidation, dissolution or winding-up of the Company, the holders of New VERITAS Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents not include any Indebtedness of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect New VERITAS to any concurrent payment or distribution to the holder subsidiary of such Senior IndebtednessNew VERITAS.

Subordination. Each HolderMED and the Holder hereby agree with PIBL, by accepting the Note agrees for themselves and their respective successors and assigns, that the principal, premium, if any, payment in respect of this TEGCO Amended Debenture is and other payment obligations of any kind evidenced by this Note are subordinated shall be expressly "subordinate and junior in right of payment, " (as defined below) to the prior payment in full of all “Senior Indebtedness” the Amended Debentures issued by MED for the benefit of PIBL pursuant to the Amendment Agreement, to the extent and in the manner hereinafter set forth. The subordination provisions in this TEGCO Amended Debenture are for the benefit of and may be enforceable directly by the holders of Amended Debentures or by PIBL for their benefit, and each such holder and PIBL shall be deemed to have acquired such Amended Debentures in reliance upon such subordination provisions. The Holder agrees that so long as any Amended Debentures are outstanding, it will not exercise any rights it may have under this TEGCO Amended Debenture, or to accelerate, ▇▇▇ for or collect the obligations of MED with respect to this TEGCO Amended Debenture, or to realize upon any assets of MED or to attach, levy upon or execute against any assets of MED, or to initiate any bankruptcy proceedings of MED. Upon any payment or distribution of all or any of the Company (assets or securities of MED or any of its subsidiaries of any kind or character, whether outstanding on the date hereof in cash, property or hereafter createdsecurities, incurredwhether made pursuant to a bankruptcy, assumed insolvency, reorganization or guaranteed). The term “Senior Indebtedness” shall include: similar proceeding relative to MED or any of its subsidiaries or any of their respective properties, or a distribution of proceeds of or upon sale of all or any part of MED or any of its subsidiaries or any of their respective assets, then in such event: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness Amended Debentures shall be entitled to receive payment in full full, in cash or cash equivalents cash, as provided herein of all Senior Indebtedness, amounts due or provision shall be made for such payment to become due on or in full, respect of all Amended Debentures before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) is made on account of principal of, or premium, if any, or any other payment obligations on applied to this Note; and TEGCO Amended Debenture. (ii) any payment or distribution of assets of the Company MED or any of its subsidiaries of any kind or character, whether in cash, property or securities (other than including any payment or other distribution in that may be payable by reason of the form payment of equity securities any other indebtedness of MED or any of its subsidiaries being subordinated securitiesto the payment of this TEGCO Amended Debenture), by set-off or otherwise, to which the Holder of this Note would be entitled but except for the subordination provisions of this Section 5.2 TEGCO Amended Debenture, shall be paid or delivered by the any debtor, custodian, receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly PIBL for application to the aggregate amount payment or prepayment of all such Amended Debentures remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment pay all such Amended Debentures in full of all Senior Indebtedness remaining unpaidfull, after giving effect to any concurrent payment or distribution to such holders of Amended Debentures; and (iii) in the event that, notwithstanding the foregoing subordination provisions of this TEGCO Amended Debenture, the Holder shall have received any payment or distribution with respect to this TEGCO Amended Debenture contrary to such foregoing subordination provisions, then and in such event such payment or distribution shall be held in trust for the benefit of, an shall be immediately paid or delivered by the Holder to PIBL for application to the payment or prepayment of all Amended Debentures remaining unpaid, to the extent necessary to pay all such Amended Debentures in full, after giving effect to any concurrent payment or distribution to such holders of Amended Debentures. So long as any Amended Debentures are outstanding, the Holder shall be subrogated to the rights of the holders of Amended Debentures to receive payments or distributions of assets of MED or any of its subsidiaries made on account of the Amended Debentures until the Amended Debentures are paid in full, in cash, and for purposes of such subrogation, no payment or distribution to the holders of Amended Debentures of assets, whether in cash, property or securities, distributable to the holders of Amended Debentures under the provisions hereof to which the Holder would be entitled except for the subordination provisions of this TEGCO Amended Debenture, and no payment pursuant to the subordination provisions of this TEGCO Amended Debenture to the holders of Amended Debentures by the Holder shall, as between MED or any of its subsidiaries, their respective creditors other than the holders of Amended Debentures, and the Holder, be deemed to be a payment by MED or such MED subsidiary to or on account of such Amended Debentures, it being understood that the subordination provisions of this TEGCO Amended Debenture are, and are intended, solely for the purpose of defining the relative rights of the Holder, on the one hand, and the holders of Amended Debentures, on the other hand. So long as any Amended Debentures remain outstanding, none of MED or its subsidiaries and the Holder will (i) establish a sinking fund for the payment or prepayment of or otherwise arrange for the defeasance of this TEGCO Amended Debenture, or (ii) amend, modify or alter in any way the terms of this TEGCO Amended Debenture. The Holder agrees that it will not challenge, object to or in any respect inhibit or otherwise interfere with the enforcement by PIBL of any of its rights or remedies in respect of the Amended Debentures. Neither PIBL nor any holder of Amended Debentures shall have any liability whatsoever to the Holder with respect to, and the Holder waives any claim or defense which it may now or hereafter have against PIBL or any holder of Amended Debentures arising from (i) any and all actions which PIBL or the holders of Amended Debentures take or omit to take (including, without limitation, actions with respect to the creation, perfection or continuation of liens upon any collateral securing any of the Amended Debentures, actions with respect to the occurrence of any default under any Amended Debentures, actions with respect to the foreclosure upon, sale, release of, depreciation of or failure to realize upon any of such Senior Indebtednesscollateral, and actions with respect to the collection of any claim for all or any part of the Amended Debentures from any account debtor, guarantor or any other person) with respect to the Amended Debentures or the valuation, use, protection or release of any collateral now or hereafter securing same; (ii) any right, now or hereafter existing, to require PIBL or the holders of Amended Debentures to proceed against or exhaust any collateral at any time securing the Amended Debentures or to marshal any assets in favor of the Holder; (iii) any notice of the incurrence or increase of Amended Debentures, it being understood that PIBL or the holders of Amended Debentures may make advances now or hereafter relating to the Amended Debentures, without notice to or authorization from the Holder, in reliance upon the agreements set forth in this TEGCO Amended Debenture, including but not limited to the provisions of the immediately following paragraph; or (iv) any defense based upon or arising by reason of (A) any disability or other defense of MED or any other person or entity, or (B) any lack of authority of any agent or any other person or entity acting or purporting to act on behalf of MED or the Holder, or (C) any failure by PIBL or any holder of Amended Debentures to properly perfect any lien in any asset of any of the Med Subsidiaries or other obligor. PIBL or the holders of the Amended Debentures may, at any time and from time to time, without the consent of or notice to the Holder, without incurring responsibility to the Holder, and without impairing or releasing any of their rights, or any of the obligations of the Holder hereunder, do any of the following: (i) change the amount, manner, place, or terms of payment or change or extend the time of payment of or increase, renew or alter the Amended Debentures, or any part thereof, or enter into or amend in any manner any agreement (including any related loan agreement, promissory notes and collateral documents) relating to the Amended Debentures; (ii) sell, exchange, release, or otherwise deal with all or any part of any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Amended Debentures, or any part thereof; (iii) release anyone liable in any manner for the payment or collection of the Amended Debentures, or any part thereof or waive any rights against any person; (iv) exercise or refrain from exercising any rights against MED and its subsidiaries; and (v) apply any sums, by whomsoever paid or however realized, to the Amended Debentures. The Holder will advise any future holder that this TEGCO Amended Debenture is subordinated to the Amended Debentures in the manner and to the extent set forth herein, and will place a legend on each note issued in exchange or substitution for this TEGCO Amended Debenture (whether upon transfer or otherwise), indicating that such note, instrument, agreement and/or document is subject to the foregoing subordination provisions, and that by accepting or holding such other note, each holder is bound by the terms of such subordination provisions to the same extent that the Holder is bound.

Subordination. Each Holder, by accepting The Agent on behalf of itself and the Note other Subordinated Parties hereby agrees that the principalall of their respective right, premium, if any, title and other payment obligations of any kind evidenced by this Note are subordinated interest in right of payment, and to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same Subordinated Obligations shall be amended, subordinate and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment in full to the prior payment in full of all indebtedness for borrowed money rights of the Company that is not Trustee and the Holders (as defined in the Indenture, and referred to herein, collectively with the Trustee, as the “Senior Indebtedness. In Parties”) in respect of the event obligations of the Guarantor (whether now existing or from time to time after the date hereof incurred, assumed, created or arising) arising under the Indenture and the Note Guarantee, including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, Insolvency Proceeding relating to the Company Subordinated Party or the Guarantor pursuant to its assets, or any liquidation, dissolution or winding-up the terms of the CompanyIndenture, whether or not a claim for post-filing interest is allowed or allowable in any such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any of the foregoing is allowed or allowable as a claim in any Insolvency Proceeding (collectively, the holders “Senior Obligations”). For the avoidance of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtednessdoubt, or provision shall be made for such “payment in full, before ” (or similar term used herein) of the Holder of this Note shall Senior Obligations will not be entitled deemed to receive have occurred so long as any payment or distribution of any kind or character Obligations under the Indenture remain outstanding (other than any payment inchoate obligations for which no claim has been asserted). For purposes hereof, “Subordinated Obligations” means all obligations of the Guarantor to the Subordinated Parties (whether now existing or distribution from time to time after the date hereof incurred, assumed, created or arising) under the Subordinated Guaranty, including in the form respect of equity securities or subordinated securities) on account of principal ofprincipal, or premium, premium (if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwiseinterest, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or fees, charges, expenses, indemnities, reimbursement obligations and other person making such payment or distribution, whether a trustee amounts payable in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessrespect thereof.

Subordination. (a) Each Holder, by accepting the Note Subordinated Party hereby agrees that the principal, premium, if anyto subordinate, and other does hereby subordinate (i) the payment obligations of any kind evidenced principal indebtedness which may now or hereafter be owing by this Note are subordinated the Company or any Guarantor (each an “Obligor” and collectively the “Obligors”) to such Subordinated Party, together with all interest on such indebtedness and all fees, costs and expenses owed by any such Obligor to such Subordinated Party with respect to such indebtedness; (ii) such Subordinated Party’s right to receive dividends, distributions, income and other payments on account of such Subordinated Party’s ownership of equity interests in right any Obligor; and (iii) the payment of paymentall management, consulting and other similar fees. but excluding base salary or expense reimbursement as established prior to the date hereof, which may now or hereafter be owing by any Obligor to such Subordinated Party (collectively, the “Subordinated Payments”), to the prior payment in full of all “Senior Indebtedness” of the Company Obligations (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The as such term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged is defined in the business Guaranty), whether direct or contingent, due or not due, now in existence of lending money that is required to be senior to this Note by hereafter arising, including, without limitation, interest accruing after the terms commencement of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness any case involving Borrower under the Loan and Security Agreement dated U.S. Bankruptcy Code, regardless of whether the Purchaser is entitled to receive all or any part of its contractual interest charges in such case. Except as of January 29provided in Section 1(b) below, 2010 between Silicon Valley Bank and the Company, as the same no claim or demand which any Subordinated Party now has or may hereafter have or acquire against any Obligor in connection with any Subordinated Payment shall be amendedpayable or paid to any Subordinated Party, nor shall payment thereof be received or retained by any Subordinated Party, until Obligations have been fully and finally paid and satisfied in full. (ivb) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of a Subordinated Party receives any insolvency or bankruptcy case or proceedingSubordinated Payment, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating such Subordinated Party agrees to promptly pay over to the Company or Purchaser the full amount of such Subordinated Payment to its assetshold in trust as Pledged Collateral under the Security Agreement in the same form as so received (with any necessary endorsement). While an Event of Default has occurred and is continuing, or any liquidation, dissolution or winding-up the Purchaser may apply so much thereof as may be necessary to payment of the Company, Obligations until the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment Obligations are paid and satisfied in full, before and shall remit the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premiumsurplus, if any, or any other payment obligations on this Note; to the applicable Subordinated Party. (c) Subject to and any payment or distribution of assets conditioned upon the closing of the Company of any kind or character, whether in cash, property or securities BYTE Merger (other than any payment or distribution as defined in the form of equity securities or subordinated securitiesNote), by set-off or otherwiseprovided no Event of Default (as defined in the Note) has occurred and is continuing, to which the Holder Company may pay, and the restrictions under this Agreement shall not apply to, those loans described in Schedule 2.11(b) of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly Disclosure Schedule to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessPurchase Agreement.

Subordination. Each HolderSection 28.01. Landlord and/or any entity comprising Landlord may, at its sole option at any time or times on or after the date of this Lease, mortgage or grant a deed of trust (a "Mortgage) with respect to its fee interest or its leasehold interest in the Demised Premises or the Shopping Center or any part thereof, and the holder of the equity interest in Landlord and/or any entity comprising Landlord may, at its sole option, at any time or times on or after the date of this Lease, pledge its equity interest in Landlord and/or any entity comprising Landlord, as security for a loan (the holder of such Mortgage or pledge being herein referred to as a "Mortgagee"), in either or any case in such amounts and on such terms as Landlord, in Landlord's sole discretion, determines; provided, however, that in no event shall this Lease be subject and subordinate at any time to the lien, operation or effect of any Mortgage or any other similar encumbrance created originally by accepting Landlord, and any modification, extension and renewal thereof, which may hereafter be executed by Landlord affecting the Note Demised Premises or any part thereof unless Tenant has consented or agreed to the placing of such Mortgage, modification or renewal, except that if the proposed Mortgagee is an institutional lender (i.e. a bank, insurance company, corporate pension fund or the like), Tenant agrees that to subordinate its interest in this Lease so long as the principalMortgagee agrees to enter into a subordination, premiumattornment and non-disturbance agreement with Tenant substantially in the form of such instrument attached hereto as Exhibit "J". Any such proposed Mortgagee shall agree to enter into a subordination, non-disturbance agreement with Tenant's subtenants who have received or who are in the future entitled to receive a subordination, non-disturbance agreement from Landlord pursuant to Article XIX, which shall be in form and substance substantially similar to the non-disturbance agreement (see Exhibit "H") delivered by Landlord previously to those subtenants, if any, and other payment obligations who qualify under Article XIX of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified Lease as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be being entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednesssame from Landlord.

Subordination. (a) Each Holder, by accepting the Note Subordinated Lender hereby agrees that the principalall its right, premiumtitle and interest in, if anyto and under any Subordinated Intercompany Obligations of any Subordinated Debtor shall be subordinate, and other payment obligations of any kind evidenced by this Note are subordinated junior in right of payment, to the rights of the Senior Lenders in respect of the Secured Obligations of such Subordinated Debtor, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to a Subordinated Debtor, whether or not a claim for post-filing interest is allowed or allowable in any such proceeding), fees, charges, expenses, indemnities, reimbursement obligations, Guarantees and all other amounts payable thereunder or in respect thereof (collectively, the “Senior Obligations”). (b) Each Subordinated Debtor and each Subordinated Lender agrees (in each case solely with respect to the Subordinated Intercompany Obligations in respect of which it is the obligor or obligee, as the case may be), that, notwithstanding any provision to the contrary in any agreement governing or evidencing Subordinated Intercompany Obligations, no payment (whether directly, by purchase, redemption or exercise of any rights of setoff or otherwise and whether mandatory or voluntary) in respect of the Subordinated Intercompany Obligations, whether of principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of any Subordinated Debtor or received, accepted or demanded, directly or indirectly, by or on behalf of any Subordinated Lender at any time prior to the payment in full of all “the Senior Indebtedness” Obligations; provided that the Subordinated Debtors may make interest and principal payments in the ordinary course, and the Subordinated Lenders may receive, accept and demand such payments, if at the time of and immediately after giving effect to any such payment, no Event of Default shall have occurred and be continuing or would result therefrom. (c) Upon any dissolution, winding up, liquidation, distribution of assets or reorganization of any Subordinated Debtor, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or upon any assignment for the benefit of creditors or any other marshalling of the Company assets and liabilities of any Subordinated Debtor (whether outstanding on the date hereof any such proceeding or hereafter createdevent, incurred, assumed or guaranteed). The term a “Senior Indebtedness” shall include: Reorganization Proceeding”): (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required Senior Lenders shall first be entitled to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior receive indefeasible payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of Obligations (whenever arising) before any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Intercompany Obligations of such Subordinated Debtor, whether of principal, interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal assets of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company such Subordinated Debtor of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwiseother property, to which the Holder of this Note any Subordinated Lender would be entitled but for the provisions of this Section 5.2 1 shall be paid or delivered by the liquidating trustee or agent or other person making such payment or distribution, distribution (whether a trustee in bankruptcy or receiver bankruptcy, a receiver, custodian or liquidating trustee or otherwise, ) directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to Administrative Agent, for the aggregate amount remaining unpaid on account benefit of the Senior Indebtedness Lenders (pro rata, in accordance with the respective amounts of the Senior Obligations then owing to each of the extent necessary to make Senior Lenders), until the indefeasible payment in full of all Senior Indebtedness remaining unpaidObligations. Each Subordinated Lender agrees not to ask, after giving effect demand, ▇▇▇ for or take or receive from any Subordinated Debtor in cash, securities or other property or by setoff, purchase or redemption (including from or by way of collateral), payment of all or any part of the Subordinated Intercompany Obligations (other than any payments of interest and principal to the extent permitted by Section 1(b) above and not prohibited by the first sentence of this paragraph) and agrees that in connection with any concurrent proceeding involving any Subordinated Debtor under any bankruptcy, insolvency, reorganization, arrangement, receivership or similar law (A) the Administrative Agent is irrevocably authorized and empowered (in its own name or in the name of such Subordinated Lender or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim, if the Subordinated Lender shall fail to do so prior to 30 days before the expiration of the time to file such proofs of claim (provided that such Subordinated Lender shall deliver a copy of all such proofs of claim to the holder Administrative Agent), and take such other action (other than voting the Subordinated Intercompany Obligations but including enforcing any security interest or other lien securing payment of such Subordinated Intercompany Obligations) as the Administrative Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interest of the Senior IndebtednessLenders and (B) such Subordinated Lender shall duly and promptly take such action as the Administrative Agent may request to (1) collect amounts in respect of the Subordinated Intercompany Obligations for the account of the Senior Lenders and to file appropriate claims or proofs of claim in respect of such Subordinated Intercompany Obligations, (2) execute and deliver to the Administrative Agent such irrevocable powers of attorney, assignments or other instruments as the Administrative Agent may request in order to enable the Administrative Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Intercompany Obligations and (3) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Intercompany Obligations. A copy of this Agreement may be filed with any court as evidence of the Senior Lenders’ rights, powers and authority hereunder. (d) In the event that any payment by or on behalf of, or any distribution of the assets of, any Subordinated Debtor of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, in respect of the Subordinated Intercompany Obligations shall be received by or on behalf of any Subordinated Lender or any Affiliate thereof at a time when such payment is prohibited by this Agreement, such payment or distribution shall be held by such Subordinated Lender in trust (segregated from other property of such Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Administrative Agent, for the benefit of the Senior Lenders (pro rata, in accordance with the respective amounts of the Senior Obligations then owing to each of the Senior Lenders), until the indefeasible payment in full of all Senior Obligations. (e) Subject to the prior indefeasible payment in full of the Senior Obligations, each Subordinated Lender shall be subrogated to the rights of the Senior Lenders to receive payments or distributions in cash, securities or other property of the Subordinated Debtors applicable to the Senior Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full, and for the purpose of such subrogation, as between and among the Subordinated Debtors and their creditors (other than the Senior Lenders), on the one hand, and the Subordinated Lenders, on the other hand, no payment or distribution made to any Senior Lender by virtue of this Agreement that otherwise would have been made to the Subordinated Lenders shall be deemed to be a payment by the Subordinated Debtors of an amount owing on the Senior Obligations. (f) Each Subordinated Lender agrees that the Subordinated Intercompany Obligations are intended to be unsecured and not Guaranteed by the Company or any Subsidiary, and each Subordinated Debtor agrees not to give, or permit to be given, and each Subordinated Lender agrees not to ask for, demand, accept or receive, any security for the Subordinated Intercompany Obligations or any Guarantee of the Subordinated Intercompany Obligations from the Company or any Subsidiary. Notwithstanding the foregoing, all the proceeds of any (i) security of any nature whatsoever for any Subordinated Intercompany Obligations on any property or assets, whether now existing or hereafter acquired, of the Company or any Subsidiary or (ii) any Guarantee, of any nature whatsoever, by the Company or any Subsidiary of any Subordinated Intercompany Obligations shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Subordinated Intercompany Obligations. (g) Upon any assignment of Subordinated Intercompany Obligations to any Person other than the Company or a Subsidiary made prior to the indefeasible payment in full of all Senior Obligations, the Subordinated Lender shall place upon the instruments creating or evidencing the Subordinated Intercompany Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, including any global intercompany note evidencing any such obligations, the following legend: A. Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent permitted under the Affiliate Subordination Agreement, which is incorporated herein with the same effect as if fully set forth herein.” (h) Each Subordinated Lender agrees that, prior to the indefeasible payment in full of all Senior Obligations, it will not take any action to cause any Subordinated Intercompany Obligations to become payable prior to their stated maturity or exercise any remedies or take any action or proceeding to enforce any Subordinated Intercompany Obligations, in each case, if the payment of such Subordinated Intercompany Obligations is then prohibited by this Agreement.

Subordination. Each HolderLoan Party subordinates all debts, by accepting the Note agrees that the principal, premium, if any, liabilities and other payment obligations owed to such Loan Party by each Loan Party and their respective Subsidiaries (the “Subordinated Obligations”) to the Secured Obligations as follows: (a) Except during the continuance of a Default (including the commencement and continuation of any kind evidenced by this Note are subordinated in right of paymentproceeding under any bankruptcy law relating to any Loan Party or any Subsidiary thereof), to the prior payment in full of all “Senior Indebtedness” such Loan Party may receive regularly scheduled payments from any Loan Party or any Subsidiary thereof on account of the Company (whether outstanding on Subordinated Obligations. After the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in occurrence and during the business continuance of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness any Default (including all indebtedness under the Loan commencement and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event continuation of any insolvency or bankruptcy case or proceeding, proceeding under any Debtor Relief Law relating to any Loan Party or any receivershipSubsidiary thereof), liquidationunless the Majority Lenders otherwise agree, reorganization such Loan Party shall not demand, accept or other similar case or take any action to collect any payment on account of any Subordinated Obligation. (b) In any proceeding in connection therewith, under any Debtor Relief Law relating to the Company or to its assets, any Loan Party or any liquidation, dissolution or winding-up of the CompanySubsidiary thereof, the holders of Senior Indebtedness Lender Parties shall be entitled to receive payment in full in cash or cash equivalents Cash of all Senior IndebtednessSecured Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Debtor Relief Law, whether or provision shall be made for not constituting an allowed claim in such proceeding (“Post-Petition Interest”)) before such Loan Party receives payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind Subordinated Obligation. (c) After the occurrence and during the continuance of any Default (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any Loan Party or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal ofSubsidiary thereof), or premiumsuch Loan Party shall, if anythe Majority Lenders so request, or any other payment obligations on this Note; collect, enforce and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid receive payments on account of the Senior Indebtedness Subordinated Obligations as trustee for the Lender Parties and deliver such payments to Administrative Agent for application to the Secured Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Loan Party under the other provisions of this Agreement (except to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution such amounts are applied to the holder of such Senior IndebtednessSecured Obligations).

Subordination. Each Holder, by accepting the Note agrees (a) The Lenders agree that the principal, premium, if any, and other payment obligations Obligations of any kind evidenced by this Note the Loan Parties under the Loan Documents are subordinated subordinate in right of payment, payment to the prior payment in full of all “Senior Indebtedness” of the Company (Debt, whether outstanding on the date hereof Closing Date or hereafter created, thereafter incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and Upon any payment or distribution of assets of the Company Borrower to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency or similar proceedings of the Borrower, whether voluntary or involuntary (except in connection with the consolidation or merger of the Borrower or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety) (each such event, a "DISTRIBUTION EVENT"), the holders of Senior Debt will first be entitled to receive payment in full, in cash or cash equivalents, of all amounts due or to become due on or in respect of such Senior Debt (including interest accruing after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Lenders are entitled to receive any payment of principal of and interest on the amounts outstanding under the Loan Documents. In the event that, notwithstanding the foregoing, any Lender receives any payment or distribution of assets of the Borrower of any kind or charactercharacter (excluding equity or subordinated securities of the Borrower provided for in a plan of reorganization or readjustment that, whether in cashthe case of subordinated securities, property or securities (other than any are subordinated in right of payment to all Senior Debt to at least the same extent as the Indebtedness under the Loan Documents is so subordinated) after the occurrence of a Distribution Event but before all the Senior Debt is paid in full, then such payment or distribution will be held in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but trust for the provisions holders of this Section 5.2 shall Senior Debt and will be required to be paid by over or delivered forthwith to the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver other Person making payment or liquidating trustee or otherwise, directly distribution of assets of the Borrower for application to the holders payment of all Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount Debt remaining unpaid on account of the Senior Indebtedness unpaid, to the extent necessary to make pay the Senior Debt in full. Notwithstanding the foregoing, following the commencement of a proceeding under the Bankruptcy Code and if the holders of Senior Debt receive less than payment in full of all Senior Indebtedness remaining unpaidfull, after giving effect to the Lenders may retain any concurrent payment or distribution paid by the Borrower under the Loan Documents pursuant to a plan of reorganization if (i) the holders of claims for Designated Senior Debt (who are entitled to vote for such plan in accordance with the Bankruptcy Code) approve such plan by a vote which equals at least (x) 66-2/3% in principal amount of such claims and (y) one-half in number of such claims, or (ii) in the event that there is more than one class of Designated Senior Debt in such proceeding, the holders of claims for each such class (who are entitled to vote for such plan in accordance with the Bankruptcy Code) approve such plan by a vote which equals at least (x) 66-2/3% in principal amount of such claims of such class and (y) one-half in number of such claims of such class. (b) The Borrower may not make any payments on account of the Indebtedness outstanding under the Loan Documents if a default in the payment of principal of (or premium, if any) or interest on Designated Senior Debt has occurred and is continuing or a default in the payment when due of any other obligation under Designated Senior Debt has occurred and is continuing (a "SENIOR PAYMENT DEFAULT"). In addition, if any default (other than a Senior Payment Default) has occurred and is continuing with respect to any Designated Senior Debt permitting the holders thereof (or a trustee or agent on behalf thereof) to accelerate the maturity thereof (a "SENIOR NONMONETARY DEFAULT") and the Borrower has received written notice thereof from the agent under the Senior Credit Facility or from an authorized Person on behalf of any holder of Designated Senior Debt, then the Borrower may not make any payments on account of the Indebtedness outstanding under the Loan Documents for a period (a "BLOCKAGE PERIOD") commencing on the date the Borrower receives such written notice (a "BLOCKAGE NOTICE") and ending on the earliest of (x) 179 days after the date on which the applicable Blockage Notice is received unless a Senior Payment Default has occurred and is continuing at the end of such 179-day period, (y) the date, if any, on which the Designated Senior Debt to which such default relates is discharged or such default is waived or otherwise cured and (z) the date, if any, on which such Blockage Period has been terminated by written notice to the holder of such Borrower from the agent under the Senior Indebtedness.Credit Facility or from the Person who gave the Blockage Notice. However, the Borrower may make payments with respect to the Indebtedness outstanding under the Loan Documents

Subordination. Each Holder, by accepting the Note Borrower agrees that any and all claims of such Borrower against the principalother Borrowers, premiumany Guarantors or any endorser or other guarantor of all or any part of the Obligations, if anyor against any of their respective properties, shall be subordinated to all of the Obligations. Notwithstanding any right of any Borrower to ask for, demand, s▇▇ for, take or receive any payment from the other Borrowers, all rights and Liens of such Borrower, whether now or hereafter arising and howsoever existing, in any assets of the other Borrowers (whether constituting part of the Collateral or otherwise) shall be and hereby are subordinated to the rights of the Administrative Agent, the Issuing Bank or the Lenders in those assets. Such Borrower 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 Obligations shall have been Paid In Full and any Commitments of the Lenders and the Issuing Bank under, or in respect of, the Credit Facilities have terminated. If all or any part of the assets of any Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Borrower, whether partial or complete, voluntary or involuntary, and other payment obligations whether by reason of any kind evidenced by this Note are subordinated in right of paymentliquidation, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter createdbankruptcy, incurredarrangement, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banksreceivership, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business assignment for the purpose benefit of granting security interests in the Company’s accounts receivable creditors or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case other action or proceeding, or if the business of any receivership, liquidation, reorganization Borrower is dissolved or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up if substantially all of the Companyassets of any Borrower are sold, the holders of Senior Indebtedness shall be entitled to receive payment then, and in full in cash or cash equivalents of all Senior Indebtednessany such event, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any Borrower to any other Borrower (“Inter-Borrower Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application to the applicable Obligations, due or to become due, until such Obligations shall have first been Paid In Full and all Commitments of the Lenders and the Issuing Bank under, or in respect of, each Credit Facility, have terminated. Each Borrower irrevocably authorizes and empowers the Administrative Agent, and each of the Lenders and the Issuing Bank to demand, s▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Borrower such proofs of claim and take such other action, in the Administrative Agent’s, such Lender’s or Issuing Bank’s own name or in the name of such Borrower or otherwise, as the Administrative Agent, any Lender or the Issuing Bank may deem reasonably necessary or reasonably advisable for the enforcement of this Agreement. After the occurrence and during the continuance of an Event of Default, each Lender and the Issuing Bank may vote, with respect to the Obligations owed to it, such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Except as permitted under Section 9.06(b), should any payment, distribution, security or instrument or proceeds thereof be received by any Borrower upon or with respect to the Inter-Borrower Indebtedness prior to the Payment In Full of all of the Obligations and the termination of all Commitments, such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and shall forthwith deliver the same to the Administrative Agent in precisely the form received (accompanied by the endorsement or assignment of such Borrower where necessary), for application to the Obligations, due or not due, and, until so delivered, the same shall be held in trust by such Borrower as the property of the Administrative Agent, the Issuing Bank and the Multicurrency Lender. After the occurrence and during the continuance of an Event of Default, if any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Issuing Bank or the Lenders, the Administrative Agent, the Issuing Bank or the Lenders (or any of their respective officers or employees) are hereby irrevocably authorized to make the same. Each Borrower agrees that until the Obligations have been Paid In Full and all Commitments of the Lenders and the Issuing Bank under or in respect of each Credit Facility have terminated, such Borrower will not assign or transfer to any Person any claim such Borrower has or may have against any other Borrower (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets favor of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly Administrative Agent pursuant to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessLoan Documents).

Subordination. Each HolderThe Company, the Purchasers and each Holder by accepting its acceptance of any Convertible Debenture agree, for the Note agrees benefit of holders of Senior Debt, that the principal, premium, if any, and principal of or interest on or any other payment obligations of any kind evidenced by this Note are amounts due with respect to the Convertible Debentures shall be subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” Debt as provided herein. Upon the maturity of any Senior Debt (by lapse of time, acceleration or otherwise) all such Senior Debt which has so matured and is then due and payable shall first be paid in full, or such payment shall be duly provided for in a manner satisfactory to all holders of such Senior Debt, before any payment is made on account of the principal of or interest on or any other amounts due with respect to the Convertible Debentures. Upon any distribution of assets of the Company in any dissolution, winding up, liquidation or reorganization for the benefit of creditors of the Company (whether outstanding on in bankruptcy, insolvency or receivership proceedings or upon an assignment for the date hereof benefit of creditors or hereafter createdotherwise): (a) the holders of all Senior Debt shall first be entitled to receive payments in full of all Senior Debt (including, incurredwithout limitation, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged interest accruing after the commencement of any such proceeding at the rate specified in the business of lending money that is required to be senior to this Note by documentation governing the terms of such indebtedness, (iiSenior Debt) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents in a manner satisfactory to all of all Senior Indebtedness, its holders before any Purchaser or provision shall be made for such payment in full, before the any other Holder of this Note shall be is entitled to receive any payment from the Company on account of the principal of or distribution interest on or any other amounts due with respect to the Convertible Debentures; (b) in the event that notwithstanding the foregoing provisions of any kind or character (other than this Section 1.11, any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (securities, shall be received by a Purchaser or any other than Holder on account of the principal of or interest on or any other amounts due with respect to the Convertible Debentures before all Senior Debt is paid in full, such payment or distribution shall be received and held in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but trust for the provisions of this Section 5.2 benefit of, and shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly forthwith over and delivered to the holders of such Senior Indebtedness Debt remaining unpaid or provided for or their representative under the credit or representatives ratably accordingly other agreement under which such Senior Debt may have been issued (pro rata on the basis of such unpaid Senior Debt held by such holders), for application to the aggregate amount remaining unpaid on account payment of the such Senior Indebtedness to the extent necessary to make payment Debt until all such Senior Debt shall have been paid in full of all Senior Indebtedness remaining unpaidfull, after giving effect to any concurrent payment or distribution or provision therefor to the holder holders of such Senior IndebtednessDebt.

Subordination. (a) Each HolderBorrower hereby covenants and agrees, by accepting the Note agrees on behalf of itself and each of its Subsidiaries, that the principalpayment of the principal of and interest on and any lien or security interest for all indebtedness, premium, if any, intercompany charges and other payment obligations sums owing and claims of any kind evidenced nature whatsoever owed (other than payments or remittances of employee withholding, wages, pension payments, tax payments, trust funds and similar items between Borrowers) to such Borrower or Subsidiary by any other Borrower, or any of their respective Subsidiaries (together, the “Intercompany Obligations”) are hereby expressly made subordinate to: (a) all Obligations now or hereafter incurred by any Borrower under this Note are subordinated in right Agreement or any of paymentthe Other Documents, (b) interest thereon (including any such interest accruing subsequent to the prior payment in full filing by or against any Borrower of all “Senior Indebtedness” any proceeding brought under the Bankruptcy Code, whether or not such interest is allowed as a claim pursuant to the provisions of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteedBankruptcy Code). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (ivc) purchase money security interests for equipmentall fees, expenses, indemnities and other amounts now or hereafter payable pursuant to or in connection with this Agreement and all Other Documents (collectively the “Senior Obligations”), and any lien on any property or asset securing the Senior Obligations. The indebtedness evidenced by this Note shall be senior in right of Unless Agent provides its prior written consent, no payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event or prepayment of any insolvency Intercompany Obligations (whether of principal, interest or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision otherwise) shall be made for such at any time prior to the payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property of the Senior Obligations, provided that the Borrowers may make payments or securities (prepayments of Intercompany Obligations owed to other than Borrowers if at the time of, and immediately after giving effect to, any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distributionprepayment, whether no Event of Default exists and is continuing. If any default occurs under the Intercompany Obligations, no Borrower will, nor will any Borrower permit any of its Subsidiaries to, demand, accelerate, declare a trustee default under, ▇▇▇ for, set off, accept, take or receive, directly or indirectly, in bankruptcy cash or receiver other property or liquidating trustee in any other manner, any payment of all or any part of the Intercompany Obligations without Agent’s prior written consent. No Borrower will, nor will Borrower permit any of its Subsidiaries to, sell, assign, pledge, encumber or otherwise dispose of any of the Intercompany Obligations owed to it. (b) Each Borrower agrees that any right of possession it has to any Real Property (pursuant to a written lease or otherwise, directly ) shall be subject and subordinate to the holders rights of Senior Indebtedness Agent hereunder and under any Mortgage thereon. Each Borrower which holds title to any of the Real Property hereby waives any Lien it holds on the Collateral of any other Borrower located at such Real Property and shall grant access to Agent to such Real Property and Collateral in accordance with this Agreement notwithstanding the terms of any lease or their representative or representatives ratably accordingly other occupancy agreement to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednesscontrary.

Subordination. (a) Each Holder, by accepting the Note Guarantor agrees that the principalpayment by the Borrower, premium, if any, and any other payment obligations Loan Party or any Obligor of any kind evidenced by this Note are indebtedness in favor of such Guarantor (the “Subordinated Lender”) shall be subordinated in right of payment, and subject to the prior indefeasible payment in cash in full of all amounts payable by the Borrower, such other Loan Party or such Obligor under the Credit Agreement or this Guaranty, as the case may be, and any other Credit Document to which the Borrower, such other Loan Party or such Obligor is a party (“Senior Indebtedness” Debt”) upon the terms of this Section. (b) Upon any distribution of assets of the Company (whether outstanding on Borrower, a Loan Party or an Obligor to creditors upon a liquidation or dissolution of the date hereof Borrower, such Loan Party or hereafter createdsuch Obligor or in a bankruptcy, incurredreorganization, assumed insolvency, receivership or guaranteed). The term “Senior Indebtedness” shall include: similar proceeding relating to the Borrower, or such Loan Party or such Obligor or its property, (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank Administrative Agent and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness Lenders shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, Debt before the Holder of this Note Subordinated Lender shall be entitled to receive any payment of principal of or interest on or any other amounts in respect of Indebtedness of the Borrower, or such Loan Party or such Obligor in favor of the Subordinated Lender (the “Subordinated Debt”); and (ii) until indefeasible payment in cash in full of the Senior Debt and the Commitments under the Credit Agreement shall have terminated, any distribution of assets of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note Subordinated Lender would otherwise be entitled but for the provisions of this Section 5.2 shall be paid by the Borrower, such Loan Party or such Obligor or by any receiver, trustee in bankruptcy, liquidating trustee or agent trustee, agents or other person making such payment or distributiondistribution to, whether a trustee in bankruptcy or receiver if received by the Borrower, such Loan Party or liquidating trustee such Obligor, shall be held for the benefit of and shall be forthwith paid or otherwisedelivered to, directly the Administrative Agent for distribution to the holders Administrative Agent and the Lenders, as applicable. (c) If the Subordinated Lender does not file proper claims or proofs of Senior Indebtedness claim in the form required in a bankruptcy, reorganization, insolvency, receivership or their representative or representatives ratably accordingly similar proceeding relating to the aggregate amount remaining unpaid on account Borrower, a Loan Party or an Obligor or its property prior to 45 days before the expiration of the time to file such claims, then (a) upon the request of the Administrative Agent, the Subordinated Lender shall file such claims and proofs of claim in respect of this instrument and execute and deliver such powers of attorney, assignments and other instruments as are required to enable the Administrative Agent and the Lenders to enforce any and all claims upon or in respect of the Subordinated Debt and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of Subordinated Debt, and (b) whether or not the Subordinated Lender shall take the action described in the preceding clause (a) the Administrative Agent and the Lenders shall nevertheless be deemed to have such powers of attorney as may be necessary for them to file appropriate claims and proofs of claim and otherwise exercise the powers described above. (d) No right of the Administrative Agent or any Lender to enforce the terms of this Section shall be impaired by any act or failure to act by the Borrower, a Loan Party or an Obligor. Neither the terms of this Section nor the rights of the Administrative Agent and the Lenders hereunder shall be affected by any extension, renewal or modification of the terms of, or the granting of any security in respect of, any Senior Indebtedness Debt or any exercise or nonexercise of any right, power or remedy with respect thereto. (e) Until the Senior Debt is paid in full and the Commitments under the Credit Agreement shall have terminated, the Subordinated Lender shall not exercise any right of subrogation that it may have now or hereafter as a result of its performance of this Guaranty. (f) Nothing in this Section shall (i) impair, as between the Borrower, such Loan Party or such Obligor and the Subordinated Lender, the obligation of the Borrower, or such Loan Party or such Obligor, which is absolute and unconditional, to pay the principal of and interest on Subordinated Debt in accordance with its terms; (ii) affect the relative rights of the Subordinated Lender and creditors of the Borrower, or such Loan Party or such Obligor other than the Administrative Agent and the Lenders; or (iii) prevent the Subordinated Lender from exercising its available remedies upon an event of default under the Subordinated Debt, subject to the rights of the Administrative Agent and the Lenders to receive cash, property or other assets otherwise payable to the Subordinated Lender to the extent necessary to make payment set forth in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessthis Section.

Subordination. Each Holder, by accepting the Note The Guarantor agrees that any and all claims of the principalGuarantor against the Borrowers, premiumany endorser or other guarantor of all or any part of the Obligations, if anyor against any of their respective properties, shall be subordinated to all of the Obligations. Notwithstanding any right of the Guarantor to ask for, demand, sue for, take or receive any payment from any Borrower, all rights ▇▇d Liens of the Guarantor, whether now or hereafter arising and howsoever existing, in any assets of the Borrowers (whether constituting part of the Collateral or otherwise) shall be and hereby are subordinated to the rights of the Administrative Agent or the Lenders in those assets. The Guarantor shall have no night 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 Obligations shall have been fully paid and satisfied and all financing arrangements between the Borrowers and the Lenders have been terminated. If all or any part of the assets of the Borrowers, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial or complete, voluntary or involuntary, and other payment obligations whether by reason of any kind evidenced by this Note are subordinated in right of paymentliquidation, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter createdbankruptcy, incurredarrangement, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banksreceivership, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business assignment for the purpose benefit of granting security interests in the Company’s accounts receivable creditors or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case other action or proceeding, or if the business of any receivership, liquidation, reorganization Borrower is dissolved or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up if substantially all of the Companyassets of any Borrower are sold, the holders of Senior Indebtedness shall be entitled to receive payment then, and in full in cash or cash equivalents of all Senior Indebtednessany such event, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of the Borrowers to the Guarantor ("Borrower Indebtedness") shall be paid or delivered directly to the Lenders for application on the Obligations, due or to become due, until such Obligations shall have first been fully paid and satisfied. The Guarantor irrevocably authorizes and empowers the Administrative Agent and each of the Lenders to demand, sue for, collect and receive every such payment or distribution an▇ ▇ive acquittance therefor and to make and present for and on behalf of the Guarantor such proofs of claim and take such other action, in the Administrative Agent's or such Lender's own name or in the name of the Guarantor or otherwise, as the Administrative Agent or any Lender may deem necessary or advisable for the enforcement of this Guaranty. After the occurrence and during the continuance of an Event of Default, each Lender may vote, with respect to the Obligations owed to it, such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. After the occurrence and during the continuance of an Event of Default, should any payment, distribution, security or instrument or proceeds thereof be received by the Guarantor upon or with respect to the Borrower Indebtedness prior to the satisfaction of all of the Obligations and the termination of all financing arrangements between the Borrowers and the Lenders, the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Administrative Agent and the Lenders, and shall forthwith deliver the same to the Administrative Agent in precisely the form received (accompanied by the endorsement or assignment of the Guarantor where necessary), for application to the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Administrative Agent and the Lenders. After the occurrence and during the continuance of an Event of Default, if the Guarantor fails to make any such endorsement or assignment to the Administrative Agent or the Lenders, the Administrative Agent or the Lenders or any of its officers or employees are hereby irrevocably authorized to make the same. The Guarantor agrees that until the Obligations have been paid in full in cash and the Credit Agreement and the Commitments have been terminated, the Guarantor will not assign or transfer to any Person (other than any payment or distribution in to the form of equity securities or subordinated securities) on account of principal of, or premium, if any, Administrative Agent or any other payment obligations on this Note; and Borrower) any payment claim the Guarantor has or distribution of assets may have against any of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessBorrowers.

Subordination. The rights of the Holders of the Securities will be subordinated in right of payment to all Senior Indebtedness (as defined below) upon the occurrence of a Subordination Event (as defined below). If a Subordination Event has occurred, and so long as any such Subordination Event shall continue (and in the case of a Civil Rehabilitation Event (as defined below), so long as neither a Summary Rehabilitation Order (as defined below) nor a Consent Rehabilitation Order (as defined below) shall have been issued), any amounts (other than any amounts which shall have become due and payable before such Subordination Event shall have occurred and remain unpaid) due under the Securities, including any amount due under the Company’s indemnification obligations as provided in Section 4.13 of the Indenture, will become payable only upon one of the following conditions being fulfilled: (a) in the case of a Bankruptcy Event (as defined below), the total amount of any and all Senior Indebtedness which is listed on the final distribution list of the Company submitted to the court in such bankruptcy proceedings shall have been assured to be paid in full out of the amounts available for distribution in such bankruptcy proceedings (including by way of distributions by deposit of funds in escrow with the competent authority); (b) in the case of a Corporate Reorganization Event (as defined below), the total amount of any and all Senior Indebtedness which is listed on the corporate reorganization plan of the Company at the time when the court’s approval of such plan becomes final and conclusive shall have been paid in full in such proceedings to the extent that such liabilities shall have been fixed; (c) in the case of a Civil Rehabilitation Event, the total amount of any and all Senior Indebtedness which is listed on the civil rehabilitation plan of the Company at the time when the court’s approval of such plan becomes final and conclusive shall have been paid in full in such proceedings to the extent that such liabilities shall have been fixed; or (d) in the case of a Foreign Event (as defined below), conditions equivalent to those set out in (i), (ii) or (iii) above have been fulfilled; provided, however, that notwithstanding any provision herein to the contrary, if the imposition of any such condition is not allowed under such proceedings, any amount which becomes due under this Security shall become payable in accordance with the conditions for payment set forth in the Indenture and not subject to such impermissible condition but subject to any condition imposed during such proceedings. Notwithstanding that this Security is stated to rank equally with certain unsecured, unconditional and fixed-term subordinated debt of the Company and ahead of certain unsecured, conditional and perpetual subordinated debt and all classes of shares (including preferred shares, if any) of the Company as described above, this Security is subject to a Non-Viability Write-Down, as provided in Article 13 of the Indenture. The Company shall make no amendment or modification to the subordination provisions contained in the Indenture that is prejudicial to any present or future creditor in respect of any Senior Indebtedness. No such amendment or modification shall in any event be effective against any such creditor. Each HolderHolder of this Security, by accepting its acceptance of the Note same, agrees that if any payment of principal or interest in respect of the principal, premiumsubordinated debt securities is made to such Holder after the occurrence of a Subordination Event and the amount of such payment exceeds the amount, if any, that should have been paid to such Holder upon the proper application of the subordination provisions of this Security, the payment of such excess amount is deemed null and other void, and such Holder or the Trustee or Paying Agent (to the extent it has not paid such amount to any Holder) (as the case may be) is obliged to return the amount of the excess payment obligations within ten days after receiving notice of any kind evidenced by this Note are subordinated in right of the excess payment, to and also agrees that, upon the prior payment in full occurrence of all “Senior Indebtedness” a Subordination Event and for so long as such Subordination Event continues, any liabilities of the Company (whether outstanding to such Holder which would otherwise become so payable on or after the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to on which such Subordination Event occurs will not be senior to this Note by the terms set off against any liabilities of such indebtednessHolder owed to the Company unless, (ii) indebtedness incurred until and only in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, amount as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money liabilities of the Company that is not Senior Indebtedness. In under the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating Securities become payable pursuant to the Company or to its assets, or any liquidation, dissolution or winding-up proper application of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the subordination provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessSecurity.

Subordination. Each Holder, by accepting Until the Note agrees that the principal, premium, if any, Obligations and all other payment obligations of any nature or kind evidenced of the Credit Parties to TCA under the Purchase Agreement, Debentures and all other Transaction Documents, whether now existing or hereafter arising, together with all costs of collection (including attorneys’ fees and court costs and expenses throughout all trial and appellate levels and all negotiations, mediations, arbitrations and bankruptcy proceedings) (collectively, the “Senior Debt”) are indefeasibly paid in full (hereinafter referred to as a “Discharge” or as the Senior Debt being “Discharged”), the Subordinated Creditor does hereby subordinate: (i) any right to payment or distribution by this Note are subordinated or on behalf of the Credit Parties, directly or indirectly, of assets of the Credit Parties of any kind or character for or on account of the Subordinated Debt; and (ii) any and all security interests, liens, charges, encumbrances or other interests that the Subordinated Creditor may have or obtain at any time in right any assets of paymentthe Credit Parties to secure the Subordinated Debt (the “Existing Liens”), to the prior payment in full of the Senior Debt, and to TCA’s Security Interest in the Collateral, and the Subordinated Creditor agrees that until such time as the Senior Debt has been Discharged, any and all “Senior Indebtedness” Existing Liens shall be junior and subordinate to TCA’s Security Interest, and TCA’s Security Interest shall be first, senior and prior to each of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed)Existing Liens. The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged priority specified in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same preceding sentence shall be amendedapplicable irrespective of the dates, times or order of attachment or perfection of the Existing Liens, the time or order of filing of any Existing Liens, the time or order of filing of any financing statements relating to any of the Existing Liens, the time or order of obtaining control or possession, the giving or failure to give notice of the acquisition or expected acquisition of any purchase money liens, the failure to perfect or maintain the perfection or priority of TCA’s Security Interest or the failure of TCA to obtain control or possession of any Collateral. The Subordinated Creditor, to the fullest extent permitted by applicable law, waives as to TCA, any requirement regarding, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full agree not to demand, request, plead or otherwise claim the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of benefit of, any insolvency or bankruptcy case or proceedingmarshaling, or any receivershipappraisement, liquidation, reorganization valuation or other similar case or proceeding in connection therewith, relating right that may otherwise be available to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect Subordinated Creditor under applicable law with respect to any concurrent payment or distribution to the holder of such Senior IndebtednessCollateral.

Subordination. Each Holder(a) On the terms and conditions set forth below, Subordinated Creditor's right to payment and performance of the Subordinated Debt is hereby subordinated to Senior Creditor's right to full payment and performance of the Senior Debt. Subject to and except as set forth in Section 3, below, Subordinated Creditor shall not ask, demand, sue ▇▇▇, take or receive from Borrower, by accepting setoff or in any other manner, the Note agrees that the principal, premium, if any, and other payment obligations whole or any part of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof monies which may now or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required be owing by Borrower to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectivelySubordinated Creditor, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced owing by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment person to Subordinated Creditor under a guaranty or distribution of assets of the Company of any kind or charactersimilar instrument, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness Subordinated Debt, nor any collateral security for any of the foregoing, including, without limitation, any personal property collateral granted to Subordinated Creditor pursuant to the extent necessary to make payment in full of Subordinated Loan Agreement, unless and until all Senior Indebtedness remaining unpaidDebt shall have been paid in cash or otherwise provided for in property or securities in the full amount of the allowed claim of the Senior Debt and all commitments to extend credit under the Senior Loan Agreement shall have been terminated (the temporary reduction of outstanding obligations, after giving effect liabilities and indebtedness of Borrower to Senior Creditor not being deemed to constitute full payment or satisfaction thereof). Nothing herein shall be deemed to subordinate, waive or restrict the payment or performance of the obligations arising under the Excluded Agreements or subordinate the priority of any lien or interest in property securing or evidenced by the Excluded Agreements. (b) Subordinated Creditor expressly understands that Senior Creditor is expected not to permit Subordinated Creditor to create, maintain or perfect any lien on or in any property of Borrower, other than the security interest granted in favor of Subordinated Creditor in certain of Borrowers personal property under and as described in the Subordinated Loan Agreement. If, notwithstanding the foregoing, any lien shall be created or shall arise (including, without limitation, the security interests granted in favor of Subordinated Creditor pursuant to the Subordinated Loan Agreement), whether by operation of law or otherwise, and may from time to time exist in favor of Subordinated Creditor in or on any property of Borrower to secure all or any portion of the Subordinated Debt, then, regardless of the relative times of attachment or perfection thereof or the order of filing of financing statements, mortgages or other documents, any liens granted by Borrower in favor of Senior Creditor to secure the Senior Debt shall in all respects be first and senior liens, superior to any concurrent payment or distribution liens in favor of Subordinated Creditor securing the Subordinated Debt, including, without limitation, the security interests granted in favor of Subordinated Creditor pursuant to the holder Subordinated Security Agreement. to the event Subordinated Creditor has or obtains possession of any such property or forecloses upon or enforces its lien upon any such property, whether by judicial action or otherwise, then all such property shall be immediately delivered in kind to Senior Creditor or, if not deliverable in kind, all cash or non-cash proceeds and profits of such Senior Indebtedness.property shall be held in trust for the benefit of

Subordination. Each HolderThe indebtedness of the Company evidenced by this Agreement and the Notes, by accepting including the Note agrees principal and interest, shall be subordinated and junior in right of payment to the holders of the Senior Indebtedness. In the event that any default occurs in the payment of principal, interest, or premium, if any, on any Senior Indebtedness and, as a result thereof, (i) a judicial proceeding shall have been instituted with respect to such defaulted payment or (ii) the Holders of the Senior Indebtedness can accelerate the Senior Indebtedness and other such default is continuing, then no payment obligations shall be made by the Company to the Holders on account of the principal or interest, if any, on the Notes. In the event of any kind evidenced by this Note are subordinated insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or any liquidation or winding up of, or relating to, the Company, whether voluntary or involuntary, all Senior Indebtedness shall be entitled to be paid in right full before any payment shall be made on account of paymentthe Notes. In the event of any such proceedings, to the prior after payment in full of all “sums owing on the Senior Indebtedness” , the Holders of the Notes shall be entitled to be paid from the remaining assets of the Company (whether outstanding the unpaid principal and interest, if any, on the date hereof Notes before any payment or hereafter createdother distribution, incurredwhether in cash, assumed property or guaranteed)otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Notes. The term “Subject to the payment in full of the Senior Indebtedness” , the Holders of the Notes shall include: (i) money borrowed from banksbe subrogated to the rights of the holders of the Senior Indebtedness to receive payment or distributions of cash, commercial finance lenders, insurance companies property or other financial institutions regularly engaged in securities of the business of lending money that is required Company applicable to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including until all indebtedness under amounts on the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipmentNotes have been paid in full. The indebtedness of the Company evidenced by this Note Agreement and the Notes, including the principal and interest, shall be senior in right of payment to any TRUPS Obligations, unless otherwise expressly provided in full to the prior payment in full instrument creating or evidencing such TRUPS Obligation. The provisions of all indebtedness this paragraph are intended solely for borrowed money the purpose of defining the relative rights of the Company that is not Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness. In , on the event of any insolvency or bankruptcy case or proceedingother hand, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to and nothing herein shall impair the Company or to its assets, or any liquidation, dissolution or winding-up obligation of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; which is absolute and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwiseunconditional, to which pay the Holder of this Note would be entitled but for principal and interest on the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessNotes.

Subordination. Each Holder, by accepting the Note Guarantor hereby agrees that the principal, premium, if any, and other payment obligations any Indebtedness of any kind evidenced by this Note are Guarantor now or hereafter owing to any other Subsidiary, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the First Lien Obligations until the Termination Date and that the Guarantor Subordinated Debt shall not be paid in right whole or in part during the continuance of payment, any Event of Default after written notice from the First Lien Collateral Agent to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior IndebtednessBorrower. In the event of any insolvency or bankruptcy case or proceedingproceedings, or and any receivership, liquidation, reorganization or other similar case or proceeding proceedings in connection therewith, relating relative to the Company any Guarantor or to its assetsproperty, or and in the event of any proceedings for voluntary liquidation, dissolution or winding-other winding up of such Guarantor (except as expressly permitted by the CompanyCredit Agreement and any Additional First Lien Agreement), whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing, after written notice from the holders of Senior Indebtedness First Lien Collateral Agent to the Borrower (a) the Termination Date shall be have occurred, before any payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment in full in cash on account of the Guarantor Subordinated Debt and (b) until the Termination Date shall have occurred, any payment or cash equivalents distribution to which such payee would otherwise be entitled (other than debt securities of such Guarantor that are subordinated, to at least the same extent as this Section 8, to the payment of all Senior Indebtedness, or provision Guarantor Subordinated Debt then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made for such payment in fullto the First Lien Collateral Agent. If any Event of Default occurs and is continuing, before after written notice from the Holder of this Note shall be entitled First Lien Collateral Agent to receive any the Borrower, no payment or distribution of any kind or character (other than any payment shall be accepted by or distribution in on behalf of the form of equity securities or subordinated securities) on account of principal of, or premium, if any, Guarantor or any other payment obligations Person on this Note; and its behalf with respect to the Guarantor Subordinated Debt. If any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property or securities (other than Restructured Debt Securities), in respect of the Guarantor Subordinated Debt shall be received by any payee in violation of this Section 8 before all First Lien Obligations shall have been paid irrevocably in full in cash in immediately available funds (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations), such payment or distribution shall be held in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but trust for the provisions benefit of this Section 5.2 the First Lien Secured Parties, and shall be paid by over the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessFirst Lien Collateral Agent.

Subordination. Each Holder, by accepting the Note (a) The Subordinated Lender hereby agrees that the principalall its right, premium, if any, title and other payment obligations of any kind evidenced by this Note are subordinated interest in right of payment, and to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same Subordinated Obligations shall be amended, subordinate and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment in full to the prior payment in full of all indebtedness for borrowed money rights of the Company that is not Senior Indebtedness. In Lenders in respect of the event Senior Obligations, including the payment of principal, premium (if any), interest (including interest accruing during the pendency of any insolvency or bankruptcy case or proceedingbankruptcy, or any receivershipinsolvency, liquidation, reorganization receivership or other similar case proceeding, regardless of whether allowed or proceeding allowable in connection therewithsuch proceeding), relating fees, expense and reimbursement obligations, indemnification obligations and all other amounts payable under the Credit Agreement, any other Credit Document, or in respect thereof. (b) The Borrower and the Subordinated Lender hereby agree that, notwithstanding any provision to the Company contrary in any agreement governing or to its assetsevidencing Subordinated Obligations, no payment (whether directly, by purchase, redemption or exercise of any liquidation, dissolution rights of setoff or winding-up otherwise and whether mandatory or voluntary) in respect of the CompanySubordinated Obligations, the holders whether of Senior Indebtedness principal, interest or otherwise, and whether in cash, securities or other property, shall be entitled made by or on behalf of the Borrower or received, accepted or demanded, directly or indirectly, by or on behalf of the Subordinated Lender at any time prior to receive the payment in full in cash or cash equivalents of all the Senior IndebtednessObligations. (c) Upon any distribution of all or substantially all of the assets of the Borrower or upon any dissolution, winding up, liquidation or reorganization of the Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or provision upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower, or otherwise: (i) the Senior Lenders shall first be made for such entitled to receive indefeasible payment in full, full in cash of the Senior Obligations (whenever arising) before the Holder of this Note Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations of the Borrower, whether of principal, interest or otherwise; and (ii) any payment by, or on behalf of, or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal assets of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company Borrower of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwiseother property, to which the Holder of this Note Subordinated Lender would be entitled but except for the provisions of this Section 5.2 1 shall be paid or delivered by the liquidating trustee or agent or other person Person making such payment or distribution, distribution (whether a trustee in bankruptcy or receiver bankruptcy, a receiver, custodian or liquidating trustee or otherwise, ) directly to the holders Agent, for the benefit of the Senior Indebtedness Lenders, until the indefeasible payment in full in cash of all Senior Obligations. The Subordinated Lender agrees not to ask, demand, ▇▇▇ for or their representative take or representatives ratably accordingly receive from the Borrower in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the Subordinated Obligations to the aggregate amount remaining unpaid extent prohibited by the preceding sentence, and agrees that in connection with any proceeding involving the Borrower under any bankruptcy, insolvency reorganization, arrangement, receivership or similar law (i) the Agent is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Lender or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Obligations and enforcing any security interest or other lien securing payment of the Subordinated Obligation) as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Lenders and (ii) the Subordinated Lender shall duly and promptly take such action as the Agent, if any, may request to (A) collect amounts in respect of the Subordinated Obligations for the account of the Senior Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Obligations, (B) execute and deliver to the Agent such irrevocable powers of attorney, assignments or other instruments as the Agent may request in order to enable such Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Obligations and (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations. A copy of this Subordination Agreement may be filed with any court as evidence of the Senior Lenders’ right, power and authority thereunder. (d) In the event that any payment by, or on behalf of, or distribution of the assets of, the Borrower of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be received by or on behalf of the Subordinated Lender or any Affiliate thereof at a time when such payment is prohibited by this Subordination Agreement, such payment or distribution shall be held by the Subordinated Lender in trust (segregated from other property of the Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Agent, for the benefit of the Senior Lenders, until the indefeasible payment in full in cash of all Senior Obligations. (e) Subject to the prior indefeasible payment in full in cash of the Senior Obligations, the Subordinated Lender shall be subrogated to the rights of the Senior Lenders to receive payments or distributions in cash, securities or other property of the Borrower to the Senior Obligations until all amounts owing on the Senior Obligations shall be indefeasibly paid in full in cash, and, as between and among the Borrower, its creditors (other than the Senior Lenders) and the Subordinated Lender, no such payment or distribution made to the Senior Lenders by virtue of this Subordination Agreement that otherwise would have been made to the Subordinated Lender shall be deemed to be a payment by the Borrower on account of the Subordinated Obligations, it being understood that the provisions of this paragraph (e) are intended solely for the purpose of defining the relative rights of the Subordinated Lender and the Senior Indebtedness Lenders. (f) Without the prior written consent of the Agent, the Borrower shall not give, or permit to be given, and the Subordinated Lender shall not receive, accept or demand, (i) any security of any nature whatsoever for the Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Borrower or any Subsidiary of the Borrower or (ii) any guarantee, of any nature whatsoever, by the Borrower or any Subsidiary of the Borrower, of the Subordinated Obligations other than any guarantee subordinated to the Senior Obligations on terms substantially identical to (and no less favorable in any significant respect to the Senior Lender than) those hereof. The Subordinated Lender agrees that all the proceeds of any such security or guarantee shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Subordinated Obligations. (g) Any and all instruments or records now or hereafter creating or evidencing the Subordinated Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, shall contain the following legend: “Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent necessary permitted under the Subordination Agreement, dated [ ], [ ] 20[ ], among, inter alia, [ ] and [ ], which Subordination Agreement is incorporated herein with the same effect as if fully set forth herein.” (h) The Subordinated Lender agrees that, except for claims submitted in any proceeding contemplated by Section 2(c) hereof, it will not take any action to make cause the Subordinated Obligations to become payable prior to their scheduled maturity or exercise any remedies or take any action or proceeding to enforce the Subordination Obligations if the payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessSubordinated Obligation is then prohibited by this Subordination Agreement, and the Subordinated Lender further agrees not to file, or to join with any other creditors of the Borrower in filing, any petition commencing any bankruptcy, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of creditors against or in respect of the Borrower or any other marshalling of the assets and liabilities of the Borrower (provided, that this prohibition shall in no event be construed so as to limit the Subordinated Lender’s right to cause the Subordinated Obligations to become payable prior to their scheduled maturity if all the outstanding Loans in respect of the Borrower under the Credit Agreement have been declared due and payable prior to their scheduled maturity dates.

Subordination. Each Holder(a) Senior Subordinated Indebtedness, by accepting Subordinated Indebtedness, Commonwealth Guaranteed Indebtedness and Commonwealth Supported Obligations (collectively, the Note agrees that “Subordinated Obligations”) shall to the principal, premium, if any, extent provided in this Article be subordinate and other payment obligations of any kind evidenced by this Note are subordinated subject in right of payment, payment to the prior payment in full of all “the Senior Indebtedness” , and the Holder of the Company (any Subordinated Obligation, whether outstanding on the date hereof upon original issue or hereafter createdupon transfer or assignment thereof, incurred, assumed or guaranteed)accepts and agrees to be bound by such provision. The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by Subordinated Indebtedness shall to the extent provided in this Note shall Article be senior subordinate and subject in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders first of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents and then of all the Senior Subordinated Indebtedness, or provision shall be made for such payment in full, before and the Holder of this Note shall any Subordinate Indebtedness, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be entitled to receive any payment or distribution of any kind or character bound by such provision. (other than any payment or distribution in the form of equity securities or subordinated securitiesb) on account of principal of, or premium, if any, or any other payment obligations on this Note; and Upon any payment or distribution of assets of the Company Authority upon any dissolution or winding up or total or partial liquidation of the Authority whether in bankruptcy, insolvency or receivership proceedings, or otherwise, (1) all Senior Indebtedness shall first be paid or duly provided for to the extent of such payment or distribution before any payment is made upon the indebtedness evidenced by the Subordinated Obligations; (2) any payment or distribution of assets of the Authority of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder Holders of this Note the Subordinated Obligations or the Trustee would be entitled but except for the provisions of this Section 5.2 Article XII, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Authority being subordinated to the payment of the Subordinated Obligations, shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders Holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness Indebtedness, to the extent necessary to make pay or provide for the payment of all Senior Indebtedness in full before any payment is made upon the indebtedness evidenced by the Subordinated Obligations; and (3) in the event that, notwithstanding the foregoing, upon any such dissolution or winding up or liquidation any payment or distribution of assets of the Authority of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Authority being subordinated to the payment of the Subordinated Obligations, shall be received by the Trustee or by the Holders of the Subordinated Obligations before all Senior Indebtedness are paid or duly provided for in full, such payment or distribution shall be paid over to the Holders of such Senior Indebtedness for application to the payment thereof until such Senior Indebtedness shall have been paid or provision for such payment shall have been made in full. Upon any payment or distribution of assets of the Authority referred to in this Section 12.01, the Trustee and the Holders of the Subordinated Obligations shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any payment or distribution to the Trustee or the Holders of the Subordinated Obligations for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the Holders of Senior Indebtedness and other indebtedness of the Authority, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto, or to this Article. (1) In the event that any Subordinated Obligation is declared due and payable before its expressed maturity because of the occurrence of an event of default (under circumstances when the provisions of subsection (b) above shall not be applicable), the owners of all Senior Indebtedness outstanding at the time such Subordinated Obligation becomes due and payable because of the occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and interest on all such Indebtedness then due and payable before the Holder of such Subordinated Obligation is entitled to receive any accelerated payment from the Authority Revenues and other moneys pledged to Senior Indebtedness remaining unpaidunder this Agreement of principal (and premium, after giving effect if any) or interest upon such Subordinated Obligation; provided, however, that any Authority Revenues received from the Commonwealth of Puerto Rico on account of Commonwealth Guaranteed Indebtedness or Commonwealth Supported Obligations are not subject to the lien hereof and shall only be used for the purposes set forth in Section 5.12 hereof. (2) If any Event of Default specified in Section 8.01 hereof with respect to the Senior Indebtedness shall have occurred and be continuing (under circumstances when the provisions of subsection (b) above shall not be applicable), the owners of all Senior Indebtedness then Outstanding shall be entitled to receive payment in full of all principal of and interest on all such Indebtedness as the same become due and payable before the Holders of the Subordinated Obligations are entitled to receive, subject to the provisions of (3) below, any payment from the Authority Revenues or other moneys pledged to Senior Indebtedness under this Agreement of principal (and premium, if any) or interest upon the Subordinate Obligations; provided, however, that any Authority Revenues received from the Commonwealth of Puerto Rico on account of Commonwealth Guaranteed Indebtedness or Commonwealth Supported Obligations are not subject to the lien hereof and shall only be used for the purposes set forth in Section 5.12 hereof. (3) The Subordinated Obligations may provide that the provisions of subsection (b) and (c) are solely for the purpose of defining the relative rights of the owners of Senior Indebtedness on the one hand, and the Holders of Subordinated Obligations on the other hand, and that nothing therein shall impair, as between the Authority and the Holders of the Subordinated Obligations, the obligation of the Authority, which is unconditional and absolute, to pay to the Holders thereof the principal thereof and premium, if any, and interest thereon in accordance with their terms, nor shall anything therein prevent the Holders of the Subordinated Obligations from exercising all remedies otherwise permitted by applicable law or thereunder upon default thereunder, subject to the rights under subsections (b) and (c) of the owners of Senior Indebtedness to receive cash, property or securities from the funds pledged to Senior Indebtedness under this Agreement otherwise payable or deliverable to the Holders of the Subordinated Obligations; and the Subordinated Obligations may provide that, insofar as a trustee or paying agent for such Subordinated Obligations is concerned, the foregoing provisions shall not prevent the application by such trustee or paying agent of any moneys deposited with such trustee or paying agent for the purpose of the payment of or on account of the principal (and premium, if any) and interest on such Subordinated Obligations if such trustee or paying agent did not have knowledge at the time of such application that such payment was prohibited by the foregoing provisions. (d) No owner of Senior Indebtedness shall be prejudiced in this right to enforce subordination of the Subordinated Obligations by any act or failure to act on the part of the Authority. (e) Any issue of Subordinated Obligations may have such rank or priority with respect to any concurrent payment other issue of Subordinated Obligations as may be provided herein, in the applicable Supplemental Agreement or distribution to in the holder resolution, trust Agreement or other instrument securing such issue of Subordinated Obligations and may contain such Senior Indebtednessother provisions as are not in conflict with the provisions of this Agreement.

Subordination. Each Holder, by accepting Any indebtedness of the Note agrees that the principal, premium, if any, Borrower now or hereafter owing to each of Holdings and other payment obligations of any kind evidenced by this Note are Intermediate Holdco is hereby subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” Guaranteed Obligations of the Company (whether outstanding on Borrower owing to the date hereof Guaranteed Creditors; and if the Administrative Agent so requests at a time when an Event of Default exists, all such indebtedness of the Borrower to each of Holdings and Intermediate Holdco shall be collected, enforced and received by Holdings or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the CompanyIntermediate Holdco, as the same shall case may be, for the benefit of the Guaranteed Creditors and be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full paid over to the prior payment in full of all indebtedness for borrowed money Administrative Agent on behalf of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid Guaranteed Creditors on account of the Senior Indebtedness Guaranteed Obligations, but without affecting or impairing in any manner the liability of Holdings or Intermediate Holdco under the other provisions of this Guaranty. Prior to the transfer by Holdings or Intermediate Holdco of any note or negotiable instrument evidencing any such indebtedness of the Borrower to Holdings or Intermediate Holdco, Holdings or Intermediate Holdco, as the case may be, shall m▇▇▇ such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each of Holdings and Intermediate Holdco hereby agrees with the Guaranteed Creditors that they will not exercise any right of subrogation which they may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been paid in full in cash. If and to the extent necessary required in order for the Guaranteed Obligations of each of Holdings and Intermediate Holdco to make payment in full be enforceable under applicable federal, state and other laws relating to the insolvency of all Senior Indebtedness remaining unpaiddebtors, the maximum liability of Holdings or Intermediate Holdco, as the case may be, hereunder shall be limited to the greatest amount which can lawfully be guaranteed by Holdings or Intermediate Holdco, as the case may be, under such laws, after giving effect to any concurrent payment or distribution to the holder rights of such Senior Indebtednesscontribution, reimbursement and subrogation arising under this Section 13.07.

Subordination. Each Holder(i) With respect to any Liens on ABL Priority Collateral securing the Secured Obligations, by accepting such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Term Facility or any Junior Lien Indebtedness, in each case with an aggregate principal amount outstanding in excess of the Note agrees that Threshold Amount and (ii) with respect to the principalprovisions in any ABL Intercreditor Agreement subordinating the Liens on the Collateral securing Indebtedness outstanding under any Term Facility or any Junior Lien Indebtedness, premium, if any, and other payment obligations in each case with an aggregate principal amount outstanding in excess of any kind evidenced by this Note are subordinated in right of paymentthe Threshold Amount, to the prior payment Liens on the Collateral securing the Secured Obligations, (A) any Loan Party contests in full writing the validity or enforceability thereof, (B) any court of all “Senior Indebtedness” competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the Company parties to such ABL Intercreditor Agreement; then, and in every such event (whether outstanding on other than an event with respect to the date hereof Borrowers described in clause (f) or hereafter created(g) of this Article) and at any time thereafter during the continuance of such event, incurredthe Administrative Agent may, assumed and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or guaranteed). The term “Senior Indebtedness” shall includedifferent times: (i) money borrowed from banksterminate the Commitments or any Additional Revolving Commitments, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of and thereupon such indebtednessCommitments and/or Additional Revolving Commitments shall terminate immediately, (ii) indebtedness incurred declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the ordinary course principal of business for the purpose Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of granting security interests in the Company’s accounts receivable Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or purchase orders for purposes other notice of factoring or financing such accounts receivable or purchase orders respectivelyany kind, or similar transactions, all of which are hereby waived by each Borrower and (iii) indebtedness identified require that the US Borrower depositsBorrowers deposit in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as Senior Indebtedness reasonably requested by the Issuing Banks (including not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to any Borrower described in clause (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable to the US BorrowerBorrowers and to the extent such event is applicable to the Canadian Borrower, the Canadian Borrower shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all indebtedness fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, -202- and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan and Security Agreement dated as of January 29Documents or at law or equity, 2010 between Silicon Valley Bank and including all remedies provided under the Company, as UCC or the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessPPSA.

Subordination. Each (a) Solely with respect to the Notes, and not for the purposes of any other Securities, Article XIV of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with the corresponding provisions of this Section 2.06. (b) The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Notes by the Holder’s acceptance thereof, by accepting the Note agrees likewise covenants and agrees, that the principal, premium, if any, payment of the principal of and other payment obligations interest on each and all of any kind evidenced by this Note are the Notes is and will be expressly subordinated in right of payment, payment to the prior payment in full of all “Senior Indebtedness” Indebtedness to the extent and in the manner described in this Section 2.06. (c) In the event of the insolvency, bankruptcy, receivership, liquidation or other marshalling of the assets and liabilities of the Company (whether outstanding on subject to the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or power of a court of competent jurisdiction to make other financial institutions regularly engaged in equitable provision reflecting the business of lending money that is required to be senior to this Note by rights conferred upon the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full holders thereof with respect to the prior payment in full Notes and the Holders thereof by a lawful plan of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or reorganization under applicable bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, law): (1) the holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash accordance with the terms of such Senior Indebtedness of the principal thereof, premium, if any, and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or cash equivalents reorganization of all Senior Indebtednessthe Company under any applicable bankruptcy, insolvency or provision shall be made for such payment similar law now or hereafter in full, effect) before the Holder Holders of this Note shall be the Notes are entitled to receive any payment upon the principal of or distribution of any kind or character interest on indebtedness evidenced by the Notes; (other than any payment or distribution in the form of equity securities or subordinated securities2) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder Holders of this Note the Notes would be entitled but except for the provisions of this Section 5.2 2.06, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, shall be paid by the liquidating trustee or agent or other person Person making such payment or distribution, whether a trustee in bankruptcy or trustee, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, in accordance with the priorities then existing among holders of Senior Indebtedness for payment of the aggregate amount amounts remaining unpaid on account of the principal, premium, if any, and interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any other concurrent payment or distribution to the holders of such Senior Indebtedness; it being understood that if the Holders of the Notes shall fail to file a proper claim in the form required by any proceeding referred to in this subparagraph (ii) prior to 30 days before the expiration of the time to file such claim or claims, then the holders of Senior Indebtedness are hereby authorized to file an appropriate claim or claims for and on behalf of the Holders of the Notes, in the form required in any such proceeding; and (3) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinate to the payment of the Notes shall be received by the Trustee or Holders of the Notes before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment of assets of the Company for all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal of and interest on the Notes shall be paid in full and no such payments or distributions to holders of such Senior Indebtedness to which the Holders of the Notes would be entitled except for the provisions of this Section 2.06, of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between the Company, its creditors, other than the holders of Senior Indebtedness, and the Holders of the Notes, be deemed to be a payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Section 2.06 are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of Senior Indebtedness, on the other hand. Upon any payment or distribution of assets of the Company referred to in this Section 2.06, the Trustee and the Holders of the Notes shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such proceeding for the insolvency, bankruptcy, receivership, liquidation or other marshalling of the assets and liabilities of the Company is pending or upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of the Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount hereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 2.06. In the absence of any such liquidating trustee, agent or other Person, the Trustee shall be entitled to rely upon a written notice by a Person representing itself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee or representative). With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Section 2.06, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Section 2.06 against the Trustee. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness by reason of the execution of the Base Indenture, this Supplemental Indenture, or any other supplemental indenture entered into pursuant to Section 3.1 or Article IX of the Base Indenture, and shall not be liable to any such holders if it shall mistakenly pay over or distribute to or on behalf of Holders of the Notes or the Company moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Section 2.06. (d) If any default in the payment of principal of, or premium, if any, or interest on, any Senior Indebtedness has occurred and is continuing, beyond any applicable grace period, or if an event of default has occurred and is continuing with respect to any Senior Indebtedness, or would occur as a result of a payment of principal of, or premium, if any, or interest on, the Notes being made and that event of default would permit the holders of any Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default has not been cured, waived and otherwise ceased to exist, no payment or principal of or interest on the Notes, shall be made by the Company. (e) Nothing contained in the Base Indenture, this Supplemental Indenture, any other supplemental indenture entered into pursuant to Section 3.1 or Article IX of the Base Indenture, or in any of the Notes shall: (i) impair, as between the Company, its creditors, other than the holders of Senior Indebtedness, and Holders of the Notes, the obligations of the Company, which are unconditional and absolute, to make, or prevent the Company from making, at any time except as provided in clauses (c) or (d) of this Section 2.06, payments of principal of, or interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on, the Notes, as and when the same shall become due and payable in accordance with the terms of the Notes; (ii) affect the relative rights of the Holders of the Notes and creditors of the Company other than the holders of the Senior Indebtedness; (iii) except as otherwise expressly provided in the Base Indenture, this Supplemental Indenture and the Notes with respect to the limitation on the rights of the Trustee and the Holders of Notes, to accelerate the maturity of the Notes and pursue remedies upon such an acceleration, prevent the Holder of any Notes or the Trustee from exercising all remedies otherwise permitted by applicable law upon default thereunder, subject to the rights, if any, under this Section 2.06 of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of such remedy; or (iv) prevent the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to the payment of or on account of the principal of, or interest on, the Notes or prevent the receipt by the Trustee or any Paying Agent of such moneys, if, prior to the third Business Day prior to such deposit, the Trustee or such Paying Agent did not have written notice of any event prohibiting the making of such deposit by the Company. (f) Each Holder by his acceptance of any Notes authorizes and expressly directs the Trustee on such ▇▇▇▇▇▇’s behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in the Indenture, and appoints the Trustee such ▇▇▇▇▇▇’s attorney-in-fact for such purposes, including, in the event of any termination, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors by the Company, a marshalling of the assets and liabilities of the Company) tending toward the liquidation of the property and assets of the Company, the filing of a claim for the unpaid balance of the Notes in the form required in those proceedings. The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the Company from making any payment to or by the Trustee in respect of the Notes pursuant to the provisions of this Section 2.06. Neither the Trustee nor any Paying Agent shall be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts that would prohibit the making of any payment to or by the Trustee or the Paying Agent unless and until a Responsible Officer of the Trustee and the Paying Agent, as applicable, shall have received notice in writing at its respective Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or a trustee or agent thereof; and prior to the receipt of any such written notice, the Trustee and Paying Agent shall, subject to Article XIV of the Base Indenture, be entitled to assume that no such facts exist; provided that, if the Trustee or the Paying Agent, respectively shall not have received the notice provided for in this Section 2.06 at least two Business Days prior to the date upon which, by the terms of the Indenture, any monies shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Note), then, notwithstanding anything herein to the contrary, the Trustee and Paying Agent shall have full power and authority to receive any monies from the Company and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary that may be received by it on or after such prior date except for an acceleration of the Notes prior to such application. The foregoing shall not apply to the Paying Agent if the Paying Agent is the Company. The Trustee and the Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or agent of, such holder) to establish that such notice has been given by a holder of such Senior IndebtednessIndebtedness or a trustee or agent on behalf of any such holder. In the event that the Trustee or the Paying Agent determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 2.06, the Trustee or the Paying Agent, as applicable, may request such Person to furnish evidence to the reasonable satisfaction of the Trustee or Paying Agent, as applicable, as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 2.06 and, if such evidence is not furnished to the Trustee or Paying Agent, as applicable, the Trustee or Paying Agent, as applicable, may defer any payment to such Person pending such evidence being furnished to the Trustee or a judicial determination that such Person has the right to receive such payment. (g) Notwithstanding the provisions of this Section 2.06 or any other provisions of the Indenture, neither the Trustee nor any Paying Agent shall be charged with knowledge of the existence of any Senior Indebtedness or of any event that would prohibit the making of any payment or moneys to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent shall have received written notice thereof from the Company or from the holder of any Senior Indebtedness or from the representative of any such holder. (h) The Trustee shall be entitled to all of the rights set forth in this Section 2.06 in respect of any Senior Indebtedness at any time held by it in its individual capacity to the extent set forth in Section 6.5 of the Base Indenture. (i) The failure to make a payment pursuant to the Notes by reason of any provision in this Section 2.06 shall not be construed as preventing the occurrence of a default or any Event of Default. (j) Nothing contained in this Section 2.06 shall apply to the claims of, or payments to, the Trustee under or pursuant to Section 6.7 of the Base Indenture. (k) The subordination provisions in this Section 2.06 do not apply to amounts due to the Trustee pursuant to other sections of the Indenture, including Section 6.7 of the Base Indenture.

Subordination. Each Holder(i) With respect to any Liens on ABL Priority Collateral securing the Secured Obligations, by accepting such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Term Facility or any Junior Lien Indebtedness, in each case with an aggregate principal amount outstanding in excess of the Note agrees that Threshold Amount and (ii) with respect to the principalprovisions in any ABL Intercreditor Agreement subordinating the Liens on the Collateral securing Indebtedness outstanding under any Term Facility or any Junior Lien Indebtedness, premium, if any, and other payment obligations in each case with an aggregate principal amount outstanding in excess of any kind evidenced by this Note are subordinated in right of paymentthe Threshold Amount, to the prior payment Liens on the Collateral securing the Secured Obligations, (A) any Loan Party contests in full writing the validity or enforceability thereof, (B) any court of all “Senior Indebtedness” competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the Company parties to such ABL Intercreditor Agreement; then, and in every such event (whether outstanding on other than an event with respect to the date hereof Borrowers described in clause (f) or hereafter created(g) of this Article) and at any time thereafter during the continuance of such event, incurredthe Administrative Agent may, assumed and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or guaranteed). The term “Senior Indebtedness” shall includedifferent times: (i) money borrowed from banksterminate the Commitments or any Additional Revolving Commitments, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of and thereupon such indebtednessCommitments and/or Additional Revolving Commitments shall terminate immediately, (ii) indebtedness incurred declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the ordinary course principal of business for the purpose Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of granting security interests in the Company’s accounts receivable Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or purchase orders for purposes other notice of factoring or financing such accounts receivable or purchase orders respectivelyany kind, or similar transactions, all of which are hereby waived by each Borrower and (iii) indebtedness identified require that the US Borrower deposits in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as Senior Indebtedness reasonably requested by the Issuing Banks (including not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to any Borrower described in clause (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable to the US Borrower and to the extent such event is applicable to the Canadian Borrower, the Canadian Borrower shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all indebtedness fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan and Security Agreement dated as of January 29Documents or at law or equity, 2010 between Silicon Valley Bank and including all remedies provided under the Company, as UCC or the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessPPSA.

Subordination. Each Holder, by accepting the Note Borrower agrees that any and all claims of such Borrower against the principalother Borrowers, premiumany Guarantors or any endorser or other guarantor of all or any part of the Obligations, if anyor against any of their respective properties, shall be subordinated to all of the Obligations. Notwithstanding any right of any Borrower to ask for, demand, ▇▇▇ for, take or receive any payment from the other Borrowers, all rights and Liens of such Borrower, whether now or hereafter arising and howsoever existing, in any assets of the other Borrowers (whether constituting part of the Collateral or otherwise) shall be and hereby are subordinated to the rights of the Administrative Agent, the Issuing Banks or the Lenders in those assets. Such Borrower 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 Obligations shall have been Paid In Full and any Commitments of the Lenders and the Issuing Banks under, or in respect of, the Credit Facilities have terminated. If all or any part of the assets of any Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Borrower, whether partial or complete, voluntary or involuntary, and other payment obligations whether by reason of any kind evidenced by this Note are subordinated in right of paymentliquidation, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter createdbankruptcy, incurredarrangement, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banksreceivership, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business assignment for the purpose benefit of granting security interests in the Company’s accounts receivable creditors or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case other action or proceeding, or if the business of any receivership, liquidation, reorganization Borrower is dissolved or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up if substantially all of the Companyassets of any Borrower are sold, the holders of Senior Indebtedness shall be entitled to receive payment then, and in full in cash or cash equivalents of all Senior Indebtednessany such event, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any Borrower to any other Borrower (“Inter-Borrower Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application to the applicable Obligations, due or to become due, until such Obligations shall have first been Paid In Full and all Commitments of the Lenders and the Issuing Banks under, or in respect of, each Credit Facility, have terminated. Each Borrower irrevocably authorizes and empowers the Administrative Agent, and each of the Lenders and the Issuing Banks to demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Borrower such proofs of claim and take such other action, in the Administrative Agent's, such Lender's or such Issuing Bank's own name or in the name of such Borrower or otherwise, as the Administrative Agent, any Lender or any Issuing Bank may deem reasonably necessary or reasonably advisable for the enforcement of this Agreement. After the occurrence and during the continuance of an Event of Default, each Lender and each Issuing Bank may vote, with respect to the Obligations owed to it, such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Except as permitted under Section 9.06(b), should any payment, distribution, security or instrument or proceeds thereof be received by any Borrower upon or with respect to the Inter-Borrower Indebtedness prior to the Payment In Full of all of the Obligations and the termination of all Commitments, such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and shall forthwith deliver the same to the Administrative Agent in precisely the form received (accompanied by the endorsement or assignment of such Borrower where necessary), for application to the Obligations, due or not due, and, until so delivered, the same shall be held in trust by such Borrower as the property of the Administrative Agent, the Issuing Banks and the Multicurrency Lenders. After the occurrence and during the continuance of an Event of Default, if any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Issuing Banks or the Lenders, the Administrative Agent, the Issuing Banks or the Lenders (or any of their respective officers or employees) are hereby irrevocably authorized to make the same. Each Borrower agrees that until the Obligations have been Paid In Full and all Commitments of the Lenders and the Issuing Banks under or in respect of each Credit Facility have terminated, such Borrower will not assign or transfer to any Person any claim such Borrower has or may have against any other Borrower (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets favor of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly Administrative Agent pursuant to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessLoan Documents).

Subordination. Each Holder(a) Except as may be otherwise specifically provided for in the Credit Agreement with respect to permitted Restricted Payments and repayment of permitted indebtedness, by accepting the Note agrees that the principal, premium, if anyany indebtedness of any Borrower to Guarantor now or hereafter existing together with any interest thereon shall be, and other such indebtedness is, hereby deferred, postponed and subordinated to the prior, full and Non-Contestable Payment and satisfaction of all Obligations of Borrower to the Lenders. Payment and satisfaction of Obligations shall be deemed “Non-Contestable Payment” only upon such payment obligations and satisfaction and the expiration of all periods of time within which a claim for the recovery of a preferential payment, or fraudulent conveyance, or fraudulent transfer, in respect of payments received by Agent as to the Obligations could be filed or asserted with: (A) no such claim having been filed or asserted, or (B) if so filed or asserted, the final, non-appealable decision of a court of competent jurisdiction denying the claim or assertion. (b) Except as may be otherwise specifically provided for in the Credit Agreement with respect to permitted Restricted Payments and repayment of permitted indebtedness, at all times until the full and Non-Contestable Payment and satisfaction of the Obligations of Borrower to the Lenders with respect to the Obligations (and including interest accruing on the Notes after the commencement of a case by or against Borrower under the Bankruptcy Code now or hereafter in effect, which interest the parties agree shall remain a claim that is prior and superior to any claim of Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code, as now or hereafter in effect, generally), Guarantor agrees not to accept any payment or satisfaction for any kind evidenced by this Note are subordinated of indebtedness of Borrower to Guarantor and hereby assigns such indebtedness to Agent and the Lenders including, but not limited to, the right to file proofs of claim and to vote thereon in connection with any such case under the Bankruptcy Code, as now or hereafter in effect, and the right to vote on any plan of paymentreorganization. (c) Any mortgage, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding security interest, Lien or charge on the date hereof or hereafter createdCollateral, incurredall rights therein and thereto, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in and on the business of lending money that is required revenue and income to be senior to this Note by the terms of such indebtednessrealized therefrom, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingwhich Guarantor, or any receivershipaffiliated entity, liquidationmay have or obtain as security for any loans, reorganization advances, indebtedness or other similar case or proceeding costs in connection therewith, relating to with the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution construction and completion of any kind improvements at a Property or character (other than any payment or distribution in connection with the form of equity securities or subordinated securities) on account of principal ofCollateral, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, shall be, and such mortgage, security interest, Lien or charge hereby is, subordinated to which the Holder Security Documents and to the full and Non-Contestable Payment and satisfaction of all Obligations of Borrower to the Lenders. (d) In addition to the foregoing, and not in limitation thereof, any claims of Guarantor of subrogation, contribution, reimbursement, exoneration, indemnification, or reimbursement arising out of any payment made on this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distributionGuaranty, whether a trustee such claim is based upon an express or implied contract, or operation of law, are hereby waived until the full and Non-Contestable Payment and satisfaction of all Obligations of Borrower to Agent and the Lenders, provided, however, unless Agent otherwise expressly agrees in bankruptcy or receiver or liquidating trustee or otherwisewriting, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness such waiver by any particular Guarantor shall not be effective to the extent necessary to make payment in full that by virtue thereof Guarantor’s liability under this Guaranty or under any other Loan Document is rendered invalid, voidable, or unenforceable under any applicable state or federal law dealing with the recovery or avoidance of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment so-called preferences or distribution to the holder of such Senior Indebtednessfraudulent conveyances or otherwise.

Subordination. Each Holder, by accepting (a) All claims of the Note agrees that the Holder to principal, premium, if any, interest and any other payment obligations of amounts at any kind evidenced by time owed under this Note are (collectively, “Junior Indebtedness”) is hereby expressly subordinated in right of payment, as herein set forth, to the prior payment in full of all “Senior Indebtedness” of Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Company Company, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether outstanding on judicial or otherwise) to collect the date hereof Junior Indebtedness), if, at the time of such payment, exercise or hereafter createdimmediately after giving effect thereto, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies there shall exist any material “Default” or other financial institutions regularly engaged in “Event of Default” under any agreements governing any of the business of lending money that is required to be senior to this Note by the terms of such indebtedness, Senior Indebtedness or (ii) indebtedness incurred the maturity of any of the Senior Indebtedness has been accelerated and (A) such acceleration has not been waived or (B) such Senior Indebtedness has not been paid in full; provided, however, that (x) in the ordinary course event that the holder of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as any Senior Indebtedness (including all indebtedness under accelerates such Senior Indebtedness, then the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and Holder may accelerate the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to Note, and (y) if the prior payment in full of all indebtedness for borrowed money Company is permitted under the terms of the Company that is not Senior Indebtedness. In Indebtedness to pay an amount due and owing under this Note and fails to make such payment, then so long as the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up terms of the CompanySenior Indebtedness do not prohibit such action, the holders of Senior Indebtedness Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be entitled permitted to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character accelerate hereunder). (other than any payment or distribution in the form of equity securities or subordinated securitiesb) on account of principal of, or premium, if any, or any other payment obligations on this Note; and Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other than proceedings, all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Company of any kind or character, whether in the form of equity securities cash, property or subordinated securities), by set-off or otherwise, to which the Holder as holder of this Note the Junior Indebtedness would be entitled but except for the provisions of this Section 5.2 hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwiseby the Holder if received by ▇▇▇▇▇▇, directly to the holder of the Senior Indebtedness, or its representatives, to the extent necessary to pay all such Senior Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness. (c) If the holders of the Senior Indebtedness in good faith believe Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Senior Indebtedness may do so for Holder. (d) In the event that any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing where the holder has actual knowledge of a Senior Indebtedness payment default shall be received by the Holder before all the Senior Indebtedness is paid in full, or provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Senior Indebtedness or their representative or representatives ratably accordingly representatives, as their respective interests may appear, for application to the aggregate amount remaining unpaid on account payment of all the Senior Indebtedness remaining unpaid to the extent necessary to make payment in full of pay all such Senior Indebtedness remaining unpaidin full, in money, in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holder holders of such Senior Indebtedness. (e) The provisions hereof are solely for the purpose of defining the relative rights of the holders of the Senior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Company and the Holder, the obligations of the Company under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 6, if and so long as all documents governing the Senior Indebtedness permit one of the actions restricted by this Section 6, the restriction shall be waived and the restricted action permitted hereunder. (f) No right of any present or future holder of any Senior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any act or failure to act, in good faith, by any such holder of the Senior Indebtedness, or any noncompliance by the Company with the terms, provisions and covenants hereof, regardless of any knowledge thereof any holder of the Senior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Senior Indebtedness, or otherwise amend or supplement in any manner the Senior Indebtedness or any instrument evidencing the same or any agreement under which the Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Indebtedness; (iii) release any person liable or contingently liable in any manner for the payment or collection of the Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company or any other person. (g) Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note. (h) Notwithstanding the provisions of this Section 6, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holder(s) of the Senior Indebtedness or their representatives send written notice to Holder of same. (i) Subject to the payment in full of all the Senior Indebtedness, Holder as holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Senior Indebtedness shall be paid in full. (j) The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of the Senior Indebtedness, and shall execute and deliver such additional subordination agreements, consistent with the foregoing as any holder of Senior Indebtedness may require. (k) For purposes hereof, “Senior Indebtedness” means, with respect to the Company, all senior secured indebtedness of the Company, whether outstanding on the date of the execution of this Note or thereafter created, to banks, insurance companies, other financial institutions, private equity funds, hedge funds or other similar funds.

Subordination. Each HolderExcept as otherwise provided in this Section 12.8, by accepting the Note agrees that the principal, premium, if any, and other payment obligations any indebtedness of any kind evidenced by this Note are Borrower now or hereafter owing to any other Borrower is hereby subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (Obligations, whether outstanding on the date hereof heretofore, now or hereafter created, incurredand whether before or after notice of termination hereof, assumed and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Lender, pay in whole or guaranteed)in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. The term “Senior Indebtedness” At the request of Lender, after the occurrence and during the continuance of an Event of Default, each Borrower shall include: (i) money borrowed from bankspay to Lender all or any part of such subordinated indebtedness and any amount so paid to Lender at its request shall be applied to payment of the Obligations. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrower as trustee for Lender and shall be paid over to Lender immediately on account of the Obligations, commercial finance lenders, insurance companies but without otherwise affecting in any manner any such Borrower's liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or other financial institutions regularly engaged proceeding in which the business filing of lending money that claims is required by law in respect of any indebtedness of the other Borrowers to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amendedBorrower, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness Lender shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character such Borrower's rights thereunder. If for any reason any such Borrower fails to file such claim at least thirty (other than any payment or distribution 30) days prior to the last date on which such claim should be filed, Lender, as such Borrower's attorney-in-fact, is hereby authorized to do so in Borrowers' name or, in Lender's discretion, to assign such claim to, and cause a proof of claim to be filed in the form of equity securities or subordinated securities) on account of principal name of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or characterLender's nominee. In all such cases, whether in cashadministration, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lender the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose any such Borrower hereby assigns to Lender, all such Borrower's rights to any payments or distributions to which the Holder of this Note such Borrower otherwise would be entitled but for entitled. If the provisions of this Section 5.2 shall be amount so paid by is greater than any such Borrower's liability hereunder, Lender will pay the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly excess amount to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessperson entitled thereto.

Subordination. Each Holder, by accepting the Note Subordinated Creditor agrees that payment of the principal, premium, if any, and other payment obligations of any kind evidenced by this Note are Subordinated Indebtedness is expressly subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” Indebtedness and that any security interest it may have in the Collateral shall be and is hereby made inferior and subordinate in priority to the security interest of Senior Creditor. Unless and until the Company (whether outstanding on Senior Indebtedness shall have been fully paid and satisfied and all financing arrangements between Borrower and Senior Creditor pursuant to the date hereof or hereafter createdLoan Agreement have been terminated, incurredSubordinated Creditor will not, assumed or guaranteed). The term “without the prior written consent of Senior Indebtedness” shall include: Creditor (i) money borrowed accelerate, ask, demand, sue for, take or receive from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business ▇▇ on behalf of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities)Borrower, by set-off or otherwisein any other manner, the whole or any part of any monies which may now or hereafter be owing to which Subordinate Creditor on the Holder Subordinated Indebtedness, (ii) initiate or participate with others in any suit, action or proceeding against Borrower to collect the whole or any part of this Note would be entitled but the Subordinated Indebtedness, or (iii) ask, demand, take or receive any security for any of the provisions Subordinated Indebtedness. This subordination provision shall apply with respect to all of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distributionSenior Indebtedness, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to regardless of the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to or how or in what manner the extent necessary to make payment in full of all Senior Indebtedness remaining unpaidis incurred, after giving effect or whether the Senior Indebtedness has already been incurred or may be incurred in the future by future advances or other financial accommodations made or extended by Senior Creditor, or whether such future advances or other financial accommodations are made at the discretion of Senior Creditor or pursuant to commitment or otherwise. If Subordinate Creditor, in violation of this Agreement, shall commence, prosecute or participate in any concurrent payment suit, action or distribution proceeding against Borrower or shall attempt to enforce, foreclose or realize upon any security for the holder Subordinated Indebtedness, Borrower or Senior Creditor may interpose as a defense or plea the making of this Agreement and Senior Creditor or any Lender individually may intervene and interpose such defense in its name or in the name of Borrower, and Borrower or Senior IndebtednessCreditor may by virtue of this Agreement restrain the enforcement thereof in the name of Borrower or Senior Creditor.

Subordination. Each HolderThe Indebtedness of the Company evidenced by this Agreement and the Notes, by accepting the Note agrees that including the principal, premiuminterest, if any, and other payment obligations of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, subordinated and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment in full to the prior payment in full of all indebtedness for borrowed money holders of the Company that is not Senior Indebtedness. In the event that any default occurs in the payment of principal, interest, if any, on any Senior Indebtedness and, as a result thereof, (i) a judicial proceeding shall have been instituted with respect to such defaulted payment or (ii) the holders of the Senior Indebtedness can accelerate the Senior Indebtedness and such default is continuing, then no payment shall be made by the Company to the Holders on account of the principal, interest, if any, on the Notes. In the event of any insolvency insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or bankruptcy case similar proceeding or proceedingany liquidation or winding up of, or any receivershiprelating to, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of whether voluntary or involuntary, all Senior Indebtedness shall be entitled to receive be paid in full before any payment shall be made on account of the Obligations under this Agreement or the Notes. In the event of any such proceedings, after payment in full in cash or cash equivalents of all sums owing on the Senior Indebtedness, or provision shall be made for such payment in full, before the Holder Holders of this Note the Notes shall be entitled to receive any payment or distribution be paid from the remaining assets of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal ofCompany the unpaid principal, or premiuminterest, if any, or any other payment obligations on and all Obligations under this Note; and Agreement before any payment or distribution of assets of the Company of any kind or characterother distribution, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by made on account of any capital stock or any obligations of the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly Company ranking junior to the holders of Senior Indebtedness or their representative or representatives ratably accordingly Notes and the Obligations under this Agreement. Subject to the aggregate amount remaining unpaid on account payment in full of the Senior Indebtedness, the Holders of the Notes shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payment or distributions of cash, property or other securities of the extent necessary Company applicable to make payment in full of all the Senior Indebtedness remaining unpaiduntil all amounts on the Notes and all Obligations hereunder have been paid in full. The provisions of this paragraph are intended solely for the purpose of defining the relative rights of the Holders of the Notes, after giving effect to any concurrent payment or distribution to on the holder one hand, and the holders of such the Senior Indebtedness, on the other hand, and nothing herein shall impair the obligation of the Company, which is absolute and unconditional, to pay the principal, interest, if any, on the Notes.

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and other (a) All payment obligations of any kind evidenced by this Note the Borrower hereunder (whether for principal, interest or otherwise) (the “Subordinated Obligations”) are and shall be expressly subordinated and subject in right of payment, payment to the prior payment indefeasible repayment in full of all the obligations of the Borrower now or hereafter existing under the Credit Agreement (the “Senior Indebtedness” Obligations”) (which, as used herein, shall include without limitation the obligations to pay principal and interest on such Senior Obligations, and all commissions, fees, indemnities, prepayment premiums and other amounts payable to the Administrative Agent or any lenders or sureties (such lenders or sureties, the “Senior Lenders”), agents or trustees under any Loan Documents with respect to such Senior Obligations, and post-petition interest and post-petition attorneys’ fees and costs, whether or not allowable in bankruptcy, in each case to the extent such items constitute Senior Obligations). (b) The Borrower and the Lender hereby agree that no payment or prepayment shall be made by or on behalf of the Company (whether outstanding Borrower for or on account of any Subordinated Obligations, and the date hereof Lender shall not ask, demand, ▇▇▇ for, take or hereafter createdreceive from the Borrower, incurreddirectly or indirectly, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banksin cash, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectivelyproperty, or similar transactionsany rights or by set-off or in any other manner, (iii) indebtedness identified as including, without limitation, from or by way of collateral, payment of all or any of the Subordinated Obligations, unless and until the Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same Obligations shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment have been indefeasibly repaid in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. cash. (c) In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating relative to the Company Borrower or to its creditors as such, or to its assets, or (ii) any liquidation, dissolution or winding-other winding up of the CompanyBorrower, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iii) any assignment for the holders benefit of creditors or any other marshaling of assets and liabilities of the Borrower, then and in any such event the Senior Indebtedness Lenders shall be entitled to receive payment in full of all amounts due or to become due on or in cash or cash equivalents respect of all Senior Indebtedness, Obligations or provision shall be made for such payment in full, under the Credit Agreement before the Holder of this Note Lender shall be entitled to receive any payment on account of the Loan (whether in respect of principal, interest premium, fees, indemnities, commissions or distribution of any kind or character (other than otherwise) and to that end, any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of the Loan in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered to the Senior Lenders for application to the Senior Obligations, whether or not due, until the Senior Obligations shall have first been fully paid and satisfied in cash. (other than d) If any event of default (or event or condition that with the giving of notice or passage of time or both would constitute an event of default) shall have occurred and be continuing under the Credit Agreement, then no payment shall be made by the Borrower on or in respect of the Loan, unless and until such event of default, event or condition shall have been remedied or waived. (e) In the event that the Lender receives on account or in respect of the Loan or otherwise after the occurrence and during the continuance of an event of default under the Credit Agreement any distribution of assets by the Borrower or payment by or on behalf of the Borrower of any kind or character, whether in the form of equity cash, securities or subordinated securities)other property, by set-off or otherwise, to which the Holder of this Note would such receipts shall be entitled but received in trust for the provisions benefit of this Section 5.2 the Senior Lenders, shall be paid segregated from other funds and property held by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly Lender and shall be forthwith paid over to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to Administrative Agent under the aggregate amount remaining unpaid on Credit Agreement for the account of the Senior Indebtedness Lenders in the same form as so received (with any necessary endorsement or assignment) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the repayment or prepayment of the Senior Obligations. In the event of failure of the Lender to make any such endorsement or assignment, the Senior Lenders irrevocably are authorized and empowered by and on behalf of the Lender to make the same. (f) The Lender (i) irrevocably authorizes and empowers (without imposing any obligation on) Senior Lenders (or their agents, attorneys or trustees) to demand, ▇▇▇ for, collect, receive and receipt for all payments and distributions on or in respect of its Subordinated Obligations which are required to be paid or delivered to the extent Senior Lenders, as provided herein, and to file and prove all claims therefore and take all such other action, in the name of the Lender or otherwise, as Senior Lenders may determine to be necessary or appropriate for the enforcement of the subordination terms contained in this Agreement, (ii) irrevocably authorizes and empowers (without imposing any obligation) Senior Lenders (or their agents, attorneys or trustees) to make payment vote the Subordinated Obligations (including, without limitation, voting the Subordinated Obligations in favor of or in opposition to any matter which may come before any meeting of creditors of the Borrower generally or in connection with, or in anticipation of, any insolvency or bankruptcy case or proceeding, or any proceeding under any laws relating to the relief of debtors, readjustment of Indebtedness, arrangements, reorganizations, compositions or extensions relative to the Borrower) and (iii) agrees to execute and deliver to Senior Lenders all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and to take all such other action, as may be requested by Senior Lenders in order to enable Senior Lenders to enforce all claims upon or in respect of the Subordinated Obligations. (g) The Lender agrees, for the benefit of each Senior Lender, that they will give each Senior Lender prompt notice of any default by the Borrower in respect of the Subordinated Obligations. (h) Until the repayment in full of all the Senior Indebtedness remaining unpaidObligations, after giving effect the Lender shall not transfer, sell, assign, pledge, encumber or otherwise dispose of any of the Subordinated Obligations, unless such transfer, sale, assignment, pledge, encumbrance or disposition is made with the prior written consent of the Administrative Agent under the Credit Agreement. (i) No failure on the part of Senior Lenders and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof by Senior Lenders, nor shall any single or partial exercise of any right, remedy or power hereunder, preclude any other or future exercise of Senior Lenders of any other right, remedy or power. Each and every right, remedy and power granted to Senior Lenders, or allowed Senior Lenders by law or other agreement shall be cumulative and not exclusive, and may be exercised by Senior Lenders, from time to time. (j) Without in any concurrent payment way limiting the generality of the foregoing paragraph, at any time, without the consent of or distribution notice to the holder Lender, without incurring responsibility or liability to the Lender and without impairing or releasing the subordination provided herein or the obligations hereunder of such the Lender, the Senior IndebtednessLenders may do any one or more of the following: (i) change the manner, place or terms of payment of or extended the time of payment of, or renew or alter, Senior Obligations or any collateral security or guaranty therefor, or otherwise amend or supplement in any manner Senior Obligations or any instruments evidencing the same or any agreement under which Senior Obligations are outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Obligations; (iii) release any Person liable in any manner for the Senior Obligations; and (iv) exercise or refrain from exercising any rights against the Borrower and any other Person. The Lender unconditionally waives notice of the incurring of Senior Obligations or any part thereof. (k) The Lender, at its own cost, shall take any further action as the Senior Lenders may reasonably request in order to carry out more fully the intent and purpose of the Subordination Terms.

Subordination. Each HolderFor purposes of this Note and specifically this Section 3 hereof, by accepting the Note agrees that the principal, premium, if anyterm "SUPERIOR BANK INDEBTEDNESS" shall be defined as follows: The principal of, and other payment obligations of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” accrued and unpaid interest on (a) indebtedness of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness Maker incurred in the ordinary course of business for money borrowed or in respect of letters of credit issued for its own account, to (i) any bank or trust company organized under the purpose laws of granting security interests the United States or any state or (ii) any savings and loan association; (b) obligations of the Maker incurred pursuant to agreements to factor the accounts receivable of the Maker; (c) purchase money obligations entered into in the Company’s accounts receivable ordinary course of business, evidenced by notes, lease-purchase agreements, purchase contracts or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectivelyagreements, or similar transactionsinstruments for the payment of which the Maker is responsible or liable, by guarantees or otherwise; (iiid) indebtedness identified obligations of the Maker incurred in the ordinary course of business under any agreement to lease, or lease of, any real or personal property which are required to be capitalized in accordance with generally accepted accounting principles, or any other agreement to lease, or lease of, any real or personal property for the benefit of the Maker which, by the terms thereof, are expressly designated as Senior Indebtedness Superior Bank Indebtedness; and (including all indebtedness under e) any modification, renewal, extension or refunding of any such indebtedness, guarantee or obligation; in every case, whether such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, was outstanding on the Loan and Security Agreement dated as date of January 29execution of this Note or thereafter created, 2010 between Silicon Valley Bank and incurred or assumed; unless, in the Company, as instrument creating or evidencing the same shall be amendedor pursuant to which the same is outstanding, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior it is provided that such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, is not superior in right of payment to the Notes. The Maker agrees, and the Noteholder of the Note issued hereunder by its acceptance thereof likewise agrees, that the Note shall be issued subject to the provisions of this Section 3, each person holding any Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. This Note issued hereunder shall, to the extent and in full the manner hereinafter set forth, be subordinated and subject in right of payment or satisfaction to the prior payment in full of all indebtedness for borrowed money Superior Bank Indebtedness. Subject to the payment of Superior Bank Indebtedness as provided above and subject to applicable law, the rights of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating Noteholder shall be appropriately subrogated to the Company or to its assets, or any liquidation, dissolution or winding-up rights of the Company, the holders of Senior Superior Bank Indebtedness shall be entitled to receive payment in full in cash payments or cash equivalents distributions of all Senior Indebtednesscash, property or provision shall be made for such payment in full, before securities of the Holder of this Note shall be entitled Maker to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of extent applicable to the Superior Bank Indebtedness until the principal of, or and premium, if any, and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or any other payment obligations on this Note; and any payment or distribution of assets distributions to the holders of the Company Superior Bank Indebtedness of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder Holders of this Note the Notes would be entitled but except for the provisions of this Section 5.2 shall be paid by 2. It is understood that the liquidating trustee or agent or other person making such payment or distributionprovisions of this Section 3 are and are intended solely for the purpose of defining the relative rights of the Noteholder, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwiseon the one hand, directly to and the holders of Senior the Superior Bank Indebtedness, on the other hand. The subordination of this Note to Superior Bank Indebtedness will in no way limit or their representative or representatives ratably accordingly to modify the aggregate amount remaining unpaid on account Noteholder's rights under the amended Personal Guaranty as set forth in Section 2.3 of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessNote and Warrant Agreement.

Subordination. Each HolderThe Securities are subordinated to Senior Indebtedness (as defined in the Indenture), by accepting which includes (i) the Note agrees that the principalSenior Bank Debt, premium, if any, and other payment (ii) all obligations of the Company under the GECC Lease and (iii) any kind evidenced by this Note are other Indebtedness permitted to be incurred pursuant to the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment, payment to the prior payment Securities. Notwithstanding anything to the contrary in full of all “the foregoing, "Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” " shall include: not include (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money Indebtedness that is required expressly subordinate or junior in right of payment to be senior to this Note by any Indebtedness of the terms of such indebtednessCompany, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactionsIndebtedness that is represented by Redeemable Stock, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29any liability for federal, 2010 between Silicon Valley Bank and state, or local taxes owed or owing by the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money Indebtedness of the Company that is not Senior Indebtedness. In the event of to any insolvency or bankruptcy case or proceeding, Subsidiary or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up Affiliate of the Company, (v) trade payables, and (vi) Indebtedness that is incurred in violation of the holders of Indenture (other than Senior Bank Debt). To the extent provided in the Indenture, Senior Indebtedness shall must be entitled paid before the Securities may be paid. The Company agrees, and each Holder by accepting a Security consents and agrees, to receive payment the subordination provided in full in cash or cash equivalents the Indenture and authorizes the Trustee to give it effect. The Company will furnish to any Holder upon written request and without charge a copy of all Senior Indebtedness, or provision shall the Indenture. Requests may be made for such payment in fullto: WORLD COLOR PRESS, before the Holder INC. The Mill ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel CONVERSION NOTICE To: WORLD COLOR PRESS, INC. The undersigned registered owner of this Note shall hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount at maturity or an integral multiple thereof) below designated, into shares of Common Stock of World Color Press, Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be entitled issued and delivered to receive the registered holder hereof unless a different name has been indicated below. If shares or any payment or distribution portion of any kind or character (this Note not converted are to be issued in the name of a person other than any payment the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: *Sign exactly as name appears on the other side of the Note: ____________________________ ____________________________ Signature(s) ____________________________ Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: ________________________________ (Name) ________________________________ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) ________________________________ (City, State and Zip Code) Please print name and address Principal amount at maturity to be converted (if less than all): $__________ _________________________ Social Security or distribution Other Taxpayer Identification Number ASSIGNMENT FORM To assign this Security, fill in the form of equity securities below: (I) or subordinated securities(we) assign and transfer this Security to _________________________________________________________ (Insert assignee's soc. sec. or tax I.D. no.) _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint _________________________________ to transfer this Security on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets the books of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, Company. The agent may substitute another to which the Holder of this Note would be entitled but act for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness.him. ------------------------------------------------------------------------------ Date: _______________

Subordination. Each Holder, by accepting Trustee on behalf of itself and the Note other Subordinated Parties hereby agrees that the principal, premium, if any, and other payment obligations of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same Subordinated Obligations shall be amended, subordinate and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment in full to the prior (i) Obligations of each Specified Subsidiary Guarantor (whether now existing or from time to time after the date hereof incurred, assumed, created or arising) and (ii) Permitted Guaranteed Bilateral Letter of Credit Facilities with a US Lender or an affiliate thereof (whether now existing or from time to time after the date hereof incurred, assumed, created or arising), including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding, whether or not a claim for post-filing interest is allowed or allowable in full of any such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all indebtedness for borrowed money other amounts payable thereunder or in respect thereof, in each case whether or not any of the Company that foregoing is not allowed or allowable as a claim in any Insolvency Proceeding (collectively, the “Senior IndebtednessObligations”). In For purposes hereof, “Subordinated Obligations” means all obligations of the event Specified Subsidiary Guarantors to the Subordinated Parties (whether now existing or from time to time after the date hereof incurred, assumed, created or arising) under each Indenture, including each Subsidiary Notes Guarantee, including, in each case to the extent constituting obligations thereunder, the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating Insolvency Proceeding pursuant to the Company or to its assets, or any liquidation, dissolution or winding-up terms of the CompanyIndenture, whether or not a claim for post-filing interest is allowed or allowable in any such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any of the holders foregoing is allowed or allowable as a claim in any Insolvency Proceeding. For purposes hereof, “Discharge of the Senior Indebtedness Obligations” shall be entitled to receive payment mean that the Senior Obligations have been indefeasibly paid in full in cash or cash equivalents and all commitments of all the Senior Indebtedness, or provision shall be made for such payment in full, before Parties under the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character Loan Documents have been terminated (other than any inchoate obligations for which no claim has been asserted). (b) The Obligors, each Trustee and the other Subordinated Parties agree that no payment (whether directly, by purchase, redemption or exercise of any right of setoff or otherwise) in respect of the Subordinated Obligations, whether as principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of any Specified Subsidiary Guarantor or received, accepted or demanded from or on behalf of any Specified Subsidiary Guarantor, directly or indirectly, by or on behalf of any Subordinated Party (other than a payment or distribution in the form of debt or equity securities or that are subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly Obligations at least to the aggregate amount remaining unpaid on account of same extent as the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness.Subordinated Obligations (“Permitted Junior 2

Subordination. Each HolderThe Indenture Trustee, by accepting the entering into this Indenture, and each Noteholder and other Specified Creditor, by accepting, making or acquiring a Note or becoming a Specified Creditor, acknowledges and agrees that the principal, premium, if any, Obligations Secured represent indebtedness of the Trust and do not represent an interest in any assets (other payment obligations than the Related Collateral for such Obligations Secured) of the Trust (including by virtue of any kind evidenced by this Note are subordinated deficiency claim in right respect of paymentRelated Obligations Secured not paid or otherwise satisfied from the Related Collateral for such Obligations Secured and proceeds thereof). In furtherance of and not in derogation of the foregoing, to the prior extent the Trust enters into other securitization transactions or issues any Series of Notes, the Indenture Trustee as well as each Related Specified Creditor acknowledges and agrees that it shall have no right, title or interest in or to any assets (or interests therein) of the Trust other than the Related Collateral for such Series and the Related Obligations Secured. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this section, the Indenture Trustee or any Related Specified Creditor either (i) asserts an interest or claim to, or benefit from, assets of the Trust other than the Related Collateral for the Related Obligations Secured due or owing to the Indenture Trustee or such Related Specified Creditor (“Other Assets”) or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of bankruptcy or insolvency laws or otherwise, and whether deemed asserted against or through the Trust or any other Person, the Indenture Trustee and each such Related Specified Creditor further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all “Senior Indebtedness” obligations and liabilities of the Company (whether outstanding on the date hereof or hereafter createdTrust which, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by under the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relevant documents relating to the Company or to its assetssecuritization of such Other Assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be are entitled to receive payment in full in cash or cash equivalents of all Senior Indebtednessbe paid from, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal benefits of, or premiumotherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, if anyincluding bankruptcy or insolvency laws, and whether asserted against the Trust or any other payment obligations on this Note; Person). Each Specified Creditor further acknowledges and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but agrees that no adequate remedy at law exists for the provisions a breach of this Section 5.2 shall 15.4 and the terms of this Section 15.4 may be paid enforced by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessan action for specific performance.

Subordination. Each Holder, by accepting Credit Party hereby agrees (and reaffirms and continues it agreement under the Note agrees Restated Subordination Agreement) that the principal, premium, if anyall claims and demands, and other payment obligations all interest accrued or that may hereafter accrue thereon, in respect of any kind evidenced by this Note Subordinated Debt are subordinated in right of payment, subject and subordinate to the prior indefeasible payment and satisfaction in full in cash of all “Senior Indebtedness” Obligations. In furtherance of and not in limitation of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: foregoing: (i) money borrowed from banksno payment or prepayment of any principal or interest on account of, commercial finance lendersand no repurchase, insurance companies redemption or other financial institutions regularly engaged in retirement (whether at the business option of lending money that is required to the holder or otherwise) of Subordinated Debt shall be senior to this Note by made, if at the terms time of such indebtednesspayment, prepayment, repurchase, redemption or retirement or immediately after giving effect thereto there shall exist a Default or Event of Default; (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingproceedings, or and any receivership, liquidation, reorganization or other similar case or proceeding proceedings in connection therewith, relating to the Company any Credit Party or to its assetscreditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or winding-other winding up of the Companyany Credit Party, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness Obligations shall be entitled to receive final, indefeasible payment in full in cash or cash equivalents of all Senior IndebtednessObligations (including interest thereon accruing after the commencement of any such proceedings, whether or provision not allowed or allowable as a claim in such proceedings) (and the LC Exposure shall have been reduced to zero, the Revolving Credit Commitments shall have terminated and there shall be made for such payment in fullno outstanding Banking Services Obligations), before the Holder holders of this Note the Subordinated Debt (including any other Credit Party) shall be entitled to receive any payment or other distribution on account of the Subordinated Debt, and to that end the holders of Senior Obligations shall be entitled to receive distributions of any kind or character character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Subordinated Debt; (other than iii) in the event that any Subordinated Debt is declared due and payable before its expressed maturity because of the occurrence of an event of default (under circumstances when the provisions of the foregoing paragraphs (i) or (ii) are not applicable), the holders of the Senior Obligations outstanding at the time such Subordinated Debt so becomes due and payable because of such occurrence of such an event of default shall be entitled to receive final, indefeasible payment in full in cash of all Senior Obligations (and the LC Exposure shall have been reduced to zero, the Revolving Credit Commitments shall have terminated and there shall be no outstanding Banking Services Obligations) before the holders of the Subordinated Debt (including any Credit Party) are entitled to receive any payment or other distribution in the form of equity securities or subordinated securities) on account of principal ofthe Subordinated Debt; (iv) in the event that, or premiumnotwithstanding the occurrence of any of the events described in paragraphs (i), if any(ii) and (iii), or any other payment obligations on this Note; and any such payment or distribution of assets of the Company any Credit Party of any kind or character, whether in cash, property or securities securities, shall be received by the holders of Subordinated Debt (other than including any Credit Party) before all Senior Obligations are finally and indefeasibly paid in full in cash (and the LC Exposure shall have been reduced to zero, the Revolving Credit Commitments shall have terminated and there shall be no outstanding Banking Services Obligations) such payment or distribution shall be held in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but trust for the provisions of this Section 5.2 benefit of, and shall be promptly paid by the liquidating trustee over or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly delivered to the holders of such Senior Indebtedness Obligations or their representative or representatives ratably accordingly representatives, including the Administrative Agent, or as their respective interests may appear, for application to the aggregate amount payment of all Senior Obligations remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment pay such Senior Obligations in full of all Senior Indebtedness remaining unpaidin cash, in accordance with the terms thereof, after giving effect to any concurrent payment or distribution to the holder holders of such Senior IndebtednessObligations; (v) no holder of Senior Obligations shall be prejudiced in its right to enforce subordination of the Subordinated Debt by any act or failure to act on the part of any Credit Party; and (vi) no payment on any Subordinated Debt shall be made to or for the benefit of any holders of the Prudential Notes or any other Prudential Debt unless concurrently therewith payment shall be made in respect thereof on the Senior Obligations to the Administrative Agent for the benefit of the Lenders on a pari passu basis (disregarding for such purposes the Banking Services Obligations, which shall rank behind all such other obligations for the purposes hereof); nor shall assignment or other transfer of any instrument evidencing any Subordinated Debt be made to or for the benefit of the holders of the Prudential Notes or any other Prudential Debt unless the Administrative Agent (or the Collateral Agent, as appropriate) shall concurrently therewith receive an assignment or transfer of equal priority on a pari passu basis (disregarding for such purposes the Banking Services Obligations, which shall rank behind all such other obligations for the purposes hereof).

Subordination. Each HolderMaker agrees, by accepting the Note and Noteholder, for itself and for each subsequent owner and holder of this Note, agrees that the principal, premium, if any, and other payment obligations of any kind evidenced obligation represented by this Note are is and shall be subordinated in right of payment, payment to the prior payment in full of all “the Senior Indebtedness” of the Company (Financing Debt, whether outstanding on the date hereof or hereafter created, incurred, assumed . Upon any distribution of assets of Maker upon or guaranteed). The term “Senior Indebtedness” shall include: by reason of (ia) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating relative to the Company or to substantially all of its assets, or (b) any liquidation, dissolution or winding-other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event specified in clause (a), (b) or (c) preceding (each such event, if any, herein sometimes referred to as a "Proceeding"), (i) the holders of the Senior Indebtedness shall Financing Debt will first be entitled to receive payment in full in cash or cash equivalents of all the Senior Indebtedness, or provision shall be made for such payment in full, Financing Debt before the Holder of this Note shall be Noteholder is entitled to receive any payment or distribution payment, whether of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal ofprincipal, or premium, if any, or any interest, on account of this Note (other payment obligations on this Note; than Junior Securities) and (ii) any payment or distribution of assets of the Company Maker of any kind or charactercharacter from any source, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, Junior Securities) to which the Holder of this Note Noteholder would be entitled but for the provisions of this Section 5.2 shall 10 will be paid by the liquidating trustee or agent or other person making such a payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, distribution directly to the holders of the Senior Indebtedness Financing Debt or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all the Senior Indebtedness Financing Debt remaining unpaid, after giving effect to any concurrent payment or distribution made directly to the holder holders of such Senior IndebtednessFinancing Debt. For purposes of this Section 10, "Junior Securities" shall mean capital stock and/or securities of Maker provided for by a plan of reorganization or readjustment, or of any other corporation provided for by such plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization Proceeding under any applicable bankruptcy law which stock or securities are subordinated in right of payment to all then outstanding Senior Financing Debt to substantially the same extent as this Note is so subordinated as provided in this Section 10. After all Senior Financing Debt is paid in full and until this Note is paid in full, Noteholder shall be subrogated (equally and ratably with all other indebtedness pari passu with this Note) to the rights of holders of Senior Financing Debt to receive distributions applicable to Senior Financing Debt to the extent that distributions otherwise payable to Noteholder have been applied to the payment of Senior Debt. A distribution made under this Section 10 to holders of Senior Financing Debt that otherwise would have been made to Noteholder is not, as between Maker and Noteholder, a payment by Maker on this Note. Nothing in this Note shall (1) impair, as between Maker and Noteholder, the obligations of Maker to pay the principal of and interest on this Note in accordance with its terms; (2) affect the relative rights of Noteholder and creditors of Maker other than its rights in relation to holders of Senior Financing Debt; or (3) prevent Noteholder from exercising its available remedies upon an Event of Default, subject to the rights of holders and owners of Senior Financing Debt to receive distributions and payments otherwise payable to Noteholder to the extent provided in this Section 10.

Subordination. Each Holder, by accepting the Note Borrower agrees that any and all claims of such Borrower against the principalother Borrowers, premiumany Guarantors or any endorser or other guarantor of all or any part of the Obligations, if anyor against any of their respective properties, shall be subordinated to all of the Obligations. Notwithstanding any right of any Borrower to ask for, demand, ▇▇▇ for, take or receive any payment from the other Borrowers, all rights and Liens of such Borrower, whether now or hereafter arising and howsoever existing, in any assets of the other Borrowers (whether constituting part of the Collateral or otherwise) shall be and hereby are subordinated to the rights of the Administrative Agent, the Issuing Banks or the Lenders in those assets. Such Borrower 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 Obligations shall have been Paid In Full and any Commitments of the Lenders and the Issuing Banks under, or in respect of, the Credit Facilities have terminated. If all or any part of the assets of any Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Borrower, whether partial or complete, voluntary or involuntary, and other payment obligations whether by reason of any kind evidenced by this Note are subordinated in right of paymentliquidation, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter createdbankruptcy, incurredarrangement, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banksreceivership, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business assignment for the purpose benefit of granting security interests in the Company’s accounts receivable creditors or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case other action or proceeding, or if the business of any receivership, liquidation, reorganization Borrower is dissolved or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up if substantially all of the Companyassets of any Borrower are sold, the holders of Senior Indebtedness shall be entitled to receive payment then, and in full in cash or cash equivalents of all Senior Indebtednessany such event, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any Borrower to any other Borrower (“Inter-Borrower Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application to the applicable Obligations, due or to become due, until such Obligations shall have first been Paid In Full and all Commitments of the Lenders and the Issuing Banks under, or in respect of, each Credit Facility, have terminated. Each Borrower irrevocably authorizes and empowers the Administrative Agent, and each of the Lenders and the Issuing Banks to demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Borrower such proofs of claim and take such other action, in the Administrative Agent’s, such Lender’s or such Issuing Bank’s own name or in the name of such Borrower or otherwise, as the Administrative Agent, any Lender or any Issuing Bank may deem reasonably necessary or reasonably advisable for the enforcement of this Agreement. After the occurrence and during the continuance of an Event of Default, each Lender and each Issuing Bank may vote, with respect to the Obligations owed to it, such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Except as permitted under Section 9.06(b), should any payment, distribution, security or instrument or proceeds thereof be received by any Borrower upon or with respect to the Inter-Borrower Indebtedness prior to the Payment In Full of all of the Obligations and the termination of all Commitments, such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and shall forthwith deliver the same to the Administrative Agent in precisely the form received (accompanied by the endorsement or assignment of such Borrower where necessary), for application to the Obligations, due or not due, and, until so delivered, the same shall be held in trust by such Borrower as the property of the Administrative Agent, the Issuing Banks and the Multicurrency Lenders. After the occurrence and during the continuance of an Event of Default, if any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Issuing Banks or the Lenders, the Administrative Agent, the Issuing Banks or the Lenders (or any of their respective officers or employees) are hereby irrevocably authorized to make the same. Each Borrower agrees that until the Obligations have been Paid In Full and all Commitments of the Lenders and the Issuing Banks under or in respect of each Credit Facility have terminated, such Borrower will not assign or transfer to any Person any claim such Borrower has or may have against any other Borrower (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets favor of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly Administrative Agent pursuant to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessLoan Documents).

Subordination. Each Holder(a) The Junior Creditors hereby subordinate, by accepting upon the Note terms and conditions herein contained, the Junior Obligations to the Senior Obligations. (b) Until the Payoff Time, the Junior Creditors shall not be entitled to receive and the Company shall not make any Payment in respect of the Junior Obligations except for periodic interest payments made in the ordinary course and liquidated damages not to exceed $100,000. (c) Unless and until the Payoff Time shall have occurred, the Junior Creditors agrees that they shall not declare any part of the principalJunior Obligations to be due and payable or exercise any of the rights or remedies that it may have (including, premiumwithout limitation, if anybringing, or joining with any other creditor in instituting, any proceeding in contemplation of, or in connection with, any Bankruptcy Event). (d) Until the Payoff Time (i) the Company shall not grant, and other payment obligations the Junior Creditors shall not receive or accept, any Lien of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” or nature on any property (whether now existing or hereafter acquired) of the Company (whether outstanding on or any Subsidiary that secures the date hereof or hereafter createdJunior Obligations, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, and (ii) indebtedness incurred the Junior Creditors shall not accept any guaranty of any Junior Obligation, or any "put" or other arrangement similar thereto. (e) Nothing contained in this Subordination Agreement is intended to or shall impair, as among the Company, its creditors (other than the Senior Creditors) and the Junior Creditors, the obligation of the Company to pay the Junior Creditors any amount due in respect of the Junior Obligations as and when the same shall become due and payable in accordance with the terms thereof, or affect the relative rights of the Company and its creditors (other than the Senior Creditors), in each case subject to the rights of each Senior Creditor under this Subordination Agreement. (f) The Junior Creditors agree that this Subordination Agreement shall not be affected by any action or failure to act by a Senior Creditor that results, or may result, in affecting, impairing or extinguishing any right of reimbursement or subrogation or other right or remedy of the Junior Creditors. (g) The Junior Creditors agree that any statement of account with respect to the Senior Obligations from the Senior Creditors to the Company that binds the Company shall also be binding upon the Junior Creditors, and that copies of any such statement of account maintained in the ordinary course of business may be used in evidence against the Junior Creditors. (h) The Junior Creditors agree that no Payment received by the Junior Creditors and paid over to any Senior Creditor pursuant to the provisions hereof shall entitle the Junior Creditors to exercise any rights of subrogation in respect thereof until the Payoff Time, and for the purpose of granting security interests in such subrogation no such Payment that otherwise would have been made to the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectivelyJunior Creditors shall, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and among the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character creditors (other than any the Senior Creditors) and the Junior Creditors, be deemed to be a payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of by the Company of any kind to or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness Obligations, it being understood that the provisions hereof are intended solely for the purpose of defining the relative rights of the Junior Creditors, on the one hand, and the Senior Creditors, on the other hand. From and after the Payoff Time, the Junior Creditors shall be subrogated to all rights of the extent necessary Senior Creditors to make payment receive any further payments or distributions until the Junior Obligations shall have been indefeasibly paid in full full. The subordination provisions contained herein shall not be affected by any action, or failure to act, by any Senior Creditor that results, or may result, in affecting, impairing or extinguishing any right of all Senior Indebtedness remaining unpaidreimbursement or subrogation or other right or remedy of the Junior Creditors. (i) Any document or instrument evidencing the Junior Obligations, after giving effect to any concurrent payment or distribution to including, without limitation, the holder of such Senior IndebtednessSubordinated Convertible Note, shall bear the following legend: THIS INSTRUMENT AND THE RIGHTS TO PAYMENT HEREUNDER ARE SUBORDINATED PURSUANT THE SUBORDINATION AGREEMENT, DATED AS OF NOVEMBER 9, 2004, AMONG ▇▇▇▇▇▇▇▇ TECHNOLOGIES, INC, THE JUNIOR CREDITORS AND THE SENIOR CREDITORS PARTY THERETO.

Subordination. Each HolderThe payment of any amounts owing under this Note, including principal and interest (other than PIK Interest) (“Subordinated Indebtedness”), is subordinated to the payment of any amounts owing (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law with respect to Debtor) under the Senior Indebtedness on the following terms and conditions: (a) No payment of principal, interest (other than PIK Interest) or any other amounts in respect of this Note shall be paid by accepting Debtor on the Note agrees Subordinated Indebtedness (whether pursuant to the terms hereof or upon acceleration or otherwise) unless, at the time of any such payment, all of the Senior Indebtedness shall have been paid in full in cash. Notwithstanding the fact that the principalSubordinated Indebtedness becomes due prior to the Senior Indebtedness, premiumat the Maturity Date of the Subordinated Indebtedness the Debtor shall not make and holder of this Note shall not accept any payment on the Subordinated Indebtedness if, if anyupon the Maturity Date of the Subordinated Indebtedness, Debtor has not paid in full all outstanding obligations arising under the Senior Indebtedness. Notwithstanding any provision of this Section 13 or any other provision of this Note to the contrary, the unpaid principal balance due under this Note, together with any then accrued but unpaid interest, may be converted into Common Stock pursuant to the terms of Section 6, and other payment obligations the holder of any kind evidenced by this Note are subordinated may take any action to enforce its rights to such conversion. (b) Upon any distribution to creditors of Debtor in right a liquidation or dissolution of paymentDebtor or in a bankruptcy, reorganization, insolvency, receivership, or other similar proceeding with respect to Debtor or any of its property: (i) the holders of the Senior Indebtedness will be entitled to receive payment in full in cash, of all amounts payable under or in respect of the Senior Indebtedness (including interest accrued after the commencement of such proceeding) before the holders of the Subordinated Indebtedness will be entitled to receive from Debtor or its assets any payment under or in respect of the Subordinated Indebtedness (other than shares of Common Stock to be received by the holder of this Note upon a conversion of this Note pursuant to Section 6 hereof), and (ii) until the holders of the Senior Indebtedness have received such payment in full in cash, any distribution from Debtor or its assets to which the holders of the Subordinated Indebtedness would otherwise be entitled (other than shares of Common Stock to be received by the holder of this Note upon a conversion of this Note pursuant to Section 6 hereof) shall be made to the holders of the Senior Indebtedness (or one or more trustees or representatives acting on their behalf). Subject to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests or provision made for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full cash of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company), the holders of the Subordinated Indebtedness shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payments or distribution of assets of Debtor applicable to the Senior Indebtedness until all amounts owing on the Subordinated Indebtedness shall be paid in full. (c) The holders of the Subordinated Indebtedness (or a trustee, representative, or agent acting on its behalf) will be obligated to hold in trust for, and to pay over promptly to, the holders of the Senior Indebtedness (or one or more trustees, representatives, or agents acting on their behalf) all payments and distributions received by the holders of the Subordinated Indebtedness (i) in contravention of the restrictions contained in the preceding clauses (a) and (b) of this Section 13 or (ii) as a result of any Lien in violation of clause (d) of this Section 13; provided, however, that notwithstanding such restrictions, the holders of the Subordinated Indebtedness shall be entitled to receive payment and to retain any and all payments (i) made in full securities of Debtor provided the same are subordinated to the Senior Indebtedness at least to the same extent as the Subordinated Indebtedness or (ii) made in cash accordance with any relevant court order respecting the subordination provided for herein. (d) The holders of the Subordinated Indebtedness will not create, assume, or cash equivalents suffer to exist any Lien, security interest, or assignment of all collateral securing the repayment of the Subordinated Indebtedness. Any such judgment Lien, and any other Lien, security interest, or assignment existing in violation of the foregoing shall be fully subordinate to any Lien, security interest, or assignment in favor of the holders of the Senior Indebtedness which secures any of the Senior Indebtedness. At the request of the holders of the Senior Indebtedness, the holders of the Subordinated Indebtedness and Debtor will take any and all steps necessary to fully effect the release of any such Lien, security interest, assignment, or provision shall be made for such payment in full, before the Holder collateral. (e) The provisions of this Note shall Section 13 are irrevocable and the holders of the Senior Indebtedness are intended to be entitled third-party beneficiaries of this Section 13 and such holders may, without notice to receive any of the parties hereto and without impairing or releasing the obligations of Debtor and the holders of the Subordinated Indebtedness hereunder, (i) change the terms of or increase the amount of the Senior Indebtedness by increasing, extending, rearranging, amending, supplementing, or otherwise modifying any instrument or agreement creating Senior Indebtedness, (ii) sell, exchange, release, or otherwise deal with any collateral securing any Senior Indebtedness, (iii) release anyone, including Debtor or any guarantor, liable in any manner for the payment or distribution collection of any kind Senior Indebtedness, (iv) exercise or character (other than refrain from exercising any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, rights against Debtor or any other payment obligations on this Note; Person, and (v) apply any payment or distribution of assets sums received by any holders of the Company Senior Indebtedness, from whatever source, to the payment of any kind or characterthe Senior Indebtedness. The provisions of this Section 13 shall constitute a continuing agreement among each holder of Senior Indebtedness, Debtor and its Subsidiaries, and all Persons who hold the Subordinated Indebtedness, whether in cashnow outstanding or hereafter created, property incurred or securities (other than any payment or distribution in the form of equity securities or subordinated securities)assumed, by set-off or otherwise, to which the Holder of this Note would be entitled but for and the provisions of this Section 5.2 shall be paid by 13 are made for the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to benefit of the holders of the Senior Indebtedness. (f) Unless and until the Senior Indebtedness is paid in full, without first obtaining the prior written consent of each holder of Senior Indebtedness in each instance, the holders of Subordinated Indebtedness agree not to (i) sell, assign or their representative dispose of any of the Subordinated Indebtedness or representatives ratably accordingly any interest therein unless the assignee, participant and/or purchaser agrees to be bound by and assume the aggregate terms hereof and the obligations hereunder prior to consummating such purchase or assignment, or (ii) grant, create, or incur any security interest, Lien, charge or other encumbrance whatsoever upon the Subordinated Indebtedness unless the secured party or pledgee that is to be granted such security interest, ▇▇▇▇, charge or other encumbrance agrees to be bound by the terms hereof and assume the obligations hereunder in the event of an exercise of rights and remedies with respect to any such security interest, Lien, charge or other encumbrance prior to being granted such security interest, Lien, charge or other encumbrance. (g) Unless and until the Senior Indebtedness is paid in full, the holders of Subordinated Indebtedness and Debtor shall not, without the prior written consent of each holders of Senior Indebtedness, amend, modify or alter this Note to: (i) increase the rate of interest that is payable on this Note; (ii) increase the principal of, or accelerate the final Maturity Date of, the Indebtedness evidenced by this Note; (iii) alter the redemption provisions or the price or terms at which Debtor is required to offer to purchase the Indebtedness evidenced by this Note; or (iv) amend the provisions of Section 13 of this Note (which relate to subordination) or the related definitions; provided, however, for the avoidance of doubt, none of the following shall be deemed to constitute an amendment, modification or alteration in violation of this provision: (A) an increase in the principal amount remaining unpaid of this Note resulting from the payment of interest on, or fees with respect to, this Note in the form of PIK Interest, and (B) any conversion of this Note that is permitted by Section 6. (h) The foregoing provisions will be enforceable against the holders of the Subordinated Indebtedness, by or on account behalf of any of the holders of the Senior Indebtedness. (i) Unless and until the Senior Indebtedness is paid in full, the holders of Subordinated Indebtedness shall not, directly or indirectly, take any action to enforce the payment of the obligations of Debtor under this Note, whether as a result of the occurrence or during the continuance of and Event of Default (as defined below). (j) Notwithstanding anything to the extent necessary to make payment in full contrary above, the terms and conditions of all this Section 13 shall be null and void and of no further effect once the Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednesshas been paid in full.

Subordination. Each HolderObligor, by accepting the Note for itself and its successors and assigns, covenants and agrees that the principaland each Subordinated Creditor, premiumon its own behalf and on behalf of each subsequent holder of Subordinated Indebtedness, if any, likewise covenants and other payment obligations of any kind evidenced by this Note are subordinated in right of paymentagrees that, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged extent and in the business of lending money that manner set forth in this Agreement, the Subordinated Indebtedness is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan subordinated and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior subject in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company ABL Obligations, such that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating (subject to the Company or to its assets, or any liquidation, dissolution or winding-up of the CompanySections 2.01(a) and 2.01(b), the holders Discharge of Senior Indebtedness ABL Obligations shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, occur before the Holder of this Note shall be any Subordinated Creditor is entitled to receive any payment (other than of Exempt Last Out Loan Proceeds) on account of the Subordinated Indebtedness and, in that connection, unless and until the Discharge of ABL Obligations occurs: (a) no payment (other than of Exempt Last Out Loan Proceeds) on account of the principal of, or distribution interest on, or any other amount in respect of, this Agreement, the ABL Loan Documents (but only so far as it relates to the Subordinated Indebtedness) or any judgment with respect hereto or thereto (and no payment on account of the purchase or redemption or other acquisition in respect of the Subordinated Indebtedness) shall be made by or on behalf of the Obligors; provided that, (i) interest on the Subordinated Indebtedness may be capitalized as provided for in Section 3.1 of the ABL Credit Agreement and, subject to any kind or character terms hereof to the contrary, paid in cash as provided for in Section 3.1 of the ABL Credit Agreement, provided that, without affecting any obligation of the Obligors, no such cash interest shall be paid (x) if at such time any principal, premium, interest, fees and other amounts, to the extent then due and payable with respect to the ABL Obligations, have not been paid in full in cash (other than any payment Overdue Formula Amount) or distribution (y) in the form event of equity securities or subordinated securities) on account any Insolvency Proceeding (but, for the avoidance of principal ofdoubt, or premium, if any, or any other payment obligations on this Noteonly until the Discharge of ABL Obligations in such Insolvency Proceeding); and any payment or distribution of assets (ii) notwithstanding anything in this Agreement to the contrary, the Subordinated Obligations may be repaid with Exempt Last Out Loan Proceeds as provided in Sections 4.15(h) and 11.5 of the Company of ABL Credit Agreement; and (b) the Subordinated Creditors shall not (i) ask, demand, ▇▇▇ for, accelerate or take or receive from any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities)Obligor, by set-off or otherwisein any other manner, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such any payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior principal of, or interest on, or any other amount in respect of, this Agreement or the ABL Credit Agreement (but only so far as it relates to the Subordinated Indebtedness), other than of Exempt Last Out Loan Proceeds as provided in Sections 4.15(h) and 11.5 of the ABL Credit Agreement, provided that, interest on the Subordinated Indebtedness may be capitalized as provided for in Section 3.1 of the ABL Credit Agreement and, subject to any terms hereof to the contrary, paid in cash as provided for in Section 3.1 of the ABL Credit Agreement, provided that, without affecting any obligation of the Obligors, no such cash interest shall be paid (x) if at such time any principal, premium, interest, fees and other amounts, to the extent necessary then due and payable with respect to make payment the ABL Obligations, have not been paid in full in cash (other than any Overdue Formula Amount) or (y) in the event of all Senior Indebtedness remaining unpaidany Insolvency Proceeding (but, after giving effect to for the avoidance of doubt, only until the Discharge of ABL Obligations in such Insolvency Proceeding), or (ii) seek any concurrent payment other remedy allowed at law or distribution in equity against any Obligor for breach of such Obligor’s obligations hereunder or thereunder (but only so far as it relates to the holder Subordinated Indebtedness) other than any such remedy in respect of such Senior IndebtednessObligor’s obligations under Section 4.15(h) of the ABL Credit Agreement.

Subordination. Each Holder(a) The payments of any and all of the principal amount of and interest on the Subordinated Debt (and all other obligations thereunder) is hereby expressly subordinated and made junior to the payment of the principal amount, by accepting the Note agrees that the principal, redemption premium, if any, all interest and any other payment obligations of any kind evidenced by this Note are subordinated in right of paymentamounts due on the FINOVA Debt, to the prior extent and in the manner set forth herein. Notwithstanding the foregoing and subject to the provisions of subsection (b) through (a) hereof, unless and until Borrower shall default in the payment in full or performance of all “Senior Indebtedness” any terms, conditions or obligations of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the FINOVA Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness Documents Subordinated Lender shall be entitled to receive payment scheduled payments of the principal of and interest on the subordinated Debt but only upon, subject and pursuant to the terms and provisions, including the dates, amounts and rates of principal and interest payments as are set forth in the Subordinated Lender Note as in effect on the date of this Agreement. (b) in the event of (i) any insolvency, bankruptcy, receivership, custodianship liquidation, reorganization, readjustment of debt, arrangement, composition, assignment for the benefit of creditors, or other similar proceeding relative to the Borrower or its creditors, as such, or its property or (ii) any proceeding for voluntary liquidation dissolution or other winding up or bankruptcy proceedings, then and in any such event: (A) All of the FINOVA Debt shall first be paid in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, securities, obligations or other property shall be made in respect of the Subordinated Debt with the exception of any adequate protection payments to the Subordinated Lender which may be ordered by a Court of competent jurisdiction; (B) Any payment or securities distribution of any character which would otherwise (other than but for the terms hereof) be payable or deliverable in respect of the Subordinated Debt (including any payment or distribution in of any other indebtedness of the form of equity securities or Borrower being subordinated securitiesto the Subordinated Debt), by set-off shall be paid or otherwisedelivered directly to FINOVA, or unrepresentative, until all of the FINOVA Debt shall have been paid in full, and the subordinated Lender or any other holder of the Subordinated Debt irrevocably authorizes, empowers and directs all receivers custodians, trustees, liquidators, conservators and others having authority to which effect all such payments and deliveries; (C) The Subordinated Lender will, upon the Holder written request of this Note would be entitled but for FINOVA, prove, enforce and endeavor to obtain payment of the aggregate outstanding amount of all unpaid Subordinated Debt payments due and payable, or thereafter becoming due and payable from the Borrower to the Subordinated Lender and will (c) If, notwithstanding the provisions of this Section 5.2 Agreement, any payment or distribution of any character (whether in cash, securities or other property) or any security shall be received by the Subordinated Lender in contravention of the terms of this Agreement, And before all FINOVA Debt shall have been paid in full, such payment, distribution or security shall not be commingled with any asset of the Subordinated Lender, shall be held in trust for the benefit of, and shall be paid over or delivered and transferred to, FINOVA, or its representative in the exact same form, for application to the payment of all FINOVA Debt remaining unpaid until all of the FINOVA Debt shall have been paid in full. (d) This Agreement, without further reference, shall pass to and may be relied on and enforced by any transferee or subsequent holder of any FINOVA Debt. No sale, assignment, disposition or other transfer of the Subordinated Debt, any of the Subordinated Lender Loan Documents or any lien or security interest now or hereafter held by Subordinated Lender in the Collateral shall be permitted or become effective unless and until the Subordinated Lender causes the transferee thereof to execute and deliver to FINOVA an acknowledgment by such transferee of receipt of a copy of this Agreement accompanied by an agreement (substantially identical with this Agreement or otherwise in form and substance satisfactory to FINOVA) of such transferee to be bound by the liquidating trustee terms of this Agreement as if it were the original Subordinated Lender hereunder. (e) Notwithstanding any status, including, without limitation, the Bankruptcy Code, any rule of law or agent bankruptcy procedures to the contrary, and the right of FINOVA hereunder to have all of the FINOVA Debt paid and satisfied in full prior to the payment of any of the Subordinated Debt (except as expressly permitted pursuant to Clause (a) of Section 2 of this Agreement) shall include, without limitation, the right of FINOVA to be paid in full all interest accruing on the FINOVA Debt due to it after the filing of any petition by or other person making such payment or distribution, whether a trustee against the Borrower in connection with any bankruptcy or receiver similar proceeding or liquidating trustee or otherwiseany other payment of any amounts in respect of the Subordinated Debt, directly including, without limitation, any interest due to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, Subordinated Lender accruing after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednessdate.

Subordination. Each Holder, by accepting the Note agrees that the The payment of principal, premiuminterest and premium and liquidated damages, if any, and other payment obligations of any kind evidenced by this Note are on the Subordinated Debt will be subordinated in right of payment, payment to the indefeasible prior payment in full of all “Senior Indebtedness” Debt of the Company (whether outstanding on Lead Borrower, including Senior Debt incurred after the date hereof or hereafter created, incurred, assumed or guaranteed)of the [applicable debt instrument]. The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall Debt will be entitled to receive payment in full in cash or cash equivalents of all Obligations due in respect of Senior IndebtednessDebt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt whether or not a claim for post petition interest is allowed in any such proceeding, and any make whole or provision shall be made prepayment premium regardless whether or not claims for such payment amounts are allowed in full, such proceeding) before the Holder holders of this Note shall Subordinated Debt will be entitled to receive any payment with respect to the Subordinated Debt (except that holders of Subordinated Debt may receive and retain Permitted Junior Securities or distribution payments received from any trust established pursuant to [insert defeasance and/or discharge provisions under applicable debt instrument] if the subordination provisions described in this section and the terms of the Designated Senior Debt related thereto were not violated at the time the applicable amounts were deposited in trust or with the [trustee]/[agent]), in the event of any kind distribution to creditors of the Lead Borrower: (1) in a liquidation or character dissolution of the Lead Borrower or any other Loan Party; (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Lead Borrower [or any other than Loan Party] and [their] respective properties; (3) in an assignment for the benefit of creditors; or (4) in any marshaling of the assets and liabilities of the Lead Borrower [or any other Loan Party]. The Lead Borrower also may not make any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets respect of the Company of any kind or character, whether in cash, property or securities Subordinated Debt (other than any payment or distribution except in the form of equity securities Permitted Junior Securities or subordinated securitiespayments, on behalf of the Lead Borrower, from any trust established pursuant to [insert defeasance and/or discharge provisions under applicable debt instrument] if the subordination provisions described in this section and the terms of the Designated Senior Debt related thereto were not violated at the time the applicable amounts were deposited in trust or with the [trustee]/[agent]) if: (1) a default in the payment of any principal, premium, interest or any other amount payable in respect of Designated Senior Debt occurs and is continuing beyond any applicable grace period (including at maturity), by set-off ; or (2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee/agent receives a notice of such default (a “Payment Blockage Notice”) from the Lead Borrower or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of any Designated Senior Indebtedness Debt; provided, however, that the Lead Borrower may make such payments or their representative or representatives ratably accordingly distributions in respect of the Subordinated Debt without regard to the aggregate amount remaining unpaid on account of foregoing if the Senior Indebtedness to Lead Borrower and the extent necessary to make [trustee]/[agent] receive written notice approving such payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to from the holder representative of such issue of Designated Senior Indebtedness.Debt. Payments on the Subordinated Debt may and will be resumed:

Subordination. Each Holder, by accepting the Note Credit Party hereby agrees that the principal, premium, if anyall claims and demands, and other payment obligations all interest accrued or that may hereafter accrue thereon, in respect of any kind evidenced by this Note Subordinated Debt are subordinated in right of payment, subject and subordinate to the prior indefeasible payment and satisfaction in full in cash of all “Senior Indebtedness” Obligations. In furtherance of and not in limitation of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: foregoing: (i) money borrowed from banksno payment or prepayment of any principal or interest on account of, commercial finance lendersand no repurchase, insurance companies redemption or other financial institutions regularly engaged in retirement (whether at the business option of lending money that is required to the holder or otherwise) of Subordinated Debt shall be senior to this Note by made, if at the terms time of such indebtednesspayment, prepayment, repurchase, redemption or retirement or immediately after giving effect thereto there shall exist a Default or Event of Default; (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingproceedings, or and any receivership, liquidation, reorganization or other similar case or proceeding proceedings in connection therewith, relating to the Company any Credit Party or to its assetscreditors, as such or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or winding-other winding up of the Companyany Credit Party, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness Obligations shall be entitled to receive final, indefeasible payment in full in cash or cash equivalents of all Senior IndebtednessObligations (including interest thereon accruing after the commencement of any such proceedings, whether or provision shall be made for not allowed or allowable as a claim in such payment in fullproceedings), before the Holder holders of this Note the Subordinated Debt (including any other Credit Party) shall be entitled to receive any payment or other distribution on account of the Subordinated Debt, and to that end the holders of Senior Obligations shall be entitled to receive distributions of any kind or character character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Subordinated Debt; (other than iii) in the event that any Subordinated Debt is declared due and payable before its expressed maturity because of the occurrence of an event of default (under circumstances when the provisions of the foregoing paragraphs (i) or (ii) are not applicable), the holders of the Senior Obligations outstanding at the time such Subordinated Debt so becomes due and payable because of such occurrence of such an event of default shall be entitled to receive final, indefeasible payment in full in cash of all Senior Obligations before the holders of the Subordinated Debt (including any Credit Party) are entitled to receive any payment or other distribution in the form of equity securities or subordinated securities) on account of principal ofthe Subordinated Debt; (iv) in the event that, or premiumnotwithstanding the occurrence of any of the events described in paragraphs (i), if any(ii) and (iii), or any other payment obligations on this Note; and any such payment or distribution of assets of the Company any Credit Party of any kind or character, whether in cash, property or securities securities, shall be received by the holders of Subordinated Debt (other than including any Credit Party) before all Senior Obligations are finally and indefeasibly paid in full in cash, such payment or distribution shall be held in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but trust for the provisions of this Section 5.2 benefit of, and shall be promptly paid by the liquidating trustee over or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly delivered to the holders of such Senior Indebtedness Obligations or their representative or representatives ratably accordingly or as their respective interests may appear, for application to the aggregate amount payment of all Senior Obligations remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment pay such Senior Obligations in full of all Senior Indebtedness remaining unpaidin cash, in accordance with the terms thereof, after giving effect to any concurrent payment or distribution to the holder holders of such Senior IndebtednessObligations; and (v) no holder of Senior Obligations shall be prejudiced in its right to enforce subordination of the Subordinated Debt by any act or failure to act on the part of any Credit Party.

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and other payment obligations of any kind The indebtedness evidenced by this 2004 Global Note are subordinated is, to the extent provided in Article Eleven of the Indenture, subordinate and subject in right of payment, payment to the prior payment in full of all “Senior Indebtedness (as defined in the Indenture), and this 2004 Global Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this 2004 Global Note, by accepting the same, agrees that each holder of Senior Indebtedness” , whether created or acquired before or after the issuance of the 2004 Notes, shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. The Indenture also provides that if, upon the occurrence of certain events of bankruptcy or insolvency relating to the Company or bankruptcy, insolvency, receivership or similar proceedings of Bank United, a federally chartered savings bank and indirect subsidiary of the Company (whether outstanding on the date hereof "Bank"), there remains, after giving effect to such subordination provisions, any amount of cash, property or hereafter created, incurred, assumed securities available for payment or guaranteed). The term “Senior Indebtedness” shall include: distribution in respect of 2004 Notes (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged as defined in the business of lending money that is required to be senior to this Note by the terms of Indenture, "Excess Proceeds"), and if, at such indebtednesstime, any Entitled Person (ii) indebtedness incurred as defined in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iiiIndenture) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior has not received payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company amounts due or to its assetsbecome due on or in respect of Other Financial Obligations (as defined in the Indenture), then such Excess Proceeds shall first be applied to pay or any liquidation, dissolution or winding-up of provide for the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, Other Financial Obligations before the Holder of this Note shall be entitled to receive any payment or distribution may be made in respect of any kind or character (other than any payment or distribution in 2004 Notes. This 2004 Global Note is also issued subject to the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets provisions of the Company Indenture regarding payments to Entitled Persons in respect of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Other Financial Obligations. Each Holder of this Note would 2004 Global Note, by accepting the same, (a) agrees to and shall be entitled but for bound by such provisions, (b) authorizes and directs the provisions Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination of this Section 5.2 shall be paid by 2004 Global Note and payment of Excess Proceeds as provided in the liquidating trustee or agent or other person making Indenture and (c) appoints the Trustee as his attorney-in-fact for any and all such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtednesspurposes.

Subordination. Each Holder, by accepting The Company and the Note agrees Holder agree that the principal, premium, if any, Company’s obligations under this Debenture are expressly subordinated to all of the Company’s and other payment obligations of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Company’s subsidiaries’ Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall includemean the principal and interest obligations and indebtedness of the Debtor and its subsidiaries incurred prior to or after the date of this General Security Agreement: (ia ) for money borrowed from banksany bank, commercial finance lendersinstitutional lender or institutional investor (in each case, insurance companies a “ Senior Lender ”) , which is evidenced by notes, bonds, debentures or other financial institutions regularly engaged written obligations, and such notes , bonds, debentures or other written obligations are interest - bearing securities ; and ( b ) in the business connection with any renewals or extensions of lending money that is required any indebtedness described in a) above. The term “institutional investor” as used herein means any investor, whether an individual, corporation, partnership or otherwise, which lends more than Cdn $1.0 million to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and . Upon request by the Company, as the same shall be amended, Holder will subordinate and (iv) purchase money security interests for equipment. The indebtedness evidenced by postpone the obligations under this Note shall be senior in right of payment in full Debenture and the GSA to the prior payment in full of all indebtedness for borrowed money any Senior Indebtedness of a senior lender. The Holder will enter into a written agreement with each senior lender acknowledging and agreeing directly with such senior lender that the Company that is not Senior Indebtedness. In obligations secured by the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating Holder’s GSA shall be subordinated and postponed to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make prior payment in full of all the Senior Indebtedness remaining unpaidIndebtedness. If after the date hereof the Company incurs indebtedness for money borrowed from any investor which is not an institutional investor (a “ Pari Passu Lender ”) which is evidenced by notes, after giving effect to bonds, debentures or other written obligations, and such notes, bonds, debentures or other written obligations are interest bearing securities; or in connection with any concurrent payment renewals or distribution extensions of any such indebtedness, upon the request by the Company the Holder will consent to the holder grant of a general security agreement in favour of such Senior IndebtednessPari Passu Lender and will enter into such written agreements that may be reasonably necessary to provide the Pari Passu Lender with pari passu priority.

Subordination. (a) Each HolderGrantor hereby subordinates any and all debts, liabilities and other Obligations owed to such Grantor by accepting each other Grantor (the Note “Subordinated Obligations”) to the Senior Debt Obligations to the extent and in the manner hereinafter set forth in this Section 9.03: (b) Except during the continuance of a Default (including the commencement and continuation of any Insolvency Proceeding relating to any other Grantor), each Grantor may receive regularly scheduled payments from any other Grantor on account of the Subordinated Obligations. After the occurrence and during the continuance of any Default (including the commencement and continuation of any Insolvency Proceeding relating to any other Grantor), however, unless the Required Creditors otherwise agree, no Grantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations. (c) In any Insolvency Proceeding relating to any other Grantor, each Grantor agrees that the principal, premium, if any, and other payment obligations of any kind evidenced by this Note are subordinated in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness each Creditor Party shall be entitled to receive payment in full in cash or cash equivalents of all Senior IndebtednessDebt Obligations owed to such Creditor Party (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or provision shall be made for not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Grantor receives payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind Subordinated Obligations. (d) After the occurrence and during the continuance of any Default (including the commencement and continuation of any Insolvency Proceeding relating to any other Grantor), each Grantor shall, if the Collateral Agent or character (other than any payment or distribution in the form of equity securities or subordinated securities) Intercreditor Agent so requests, collect, enforce and receive payments on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but Subordinated Obligations as trustee for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making Creditor Parties and deliver such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly payments to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid Intercreditor Agent on account of the Senior Indebtedness Debt Obligations owed to the extent Creditor Parties (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Grantor under the other provisions of this Agreement or any other Financing Document to make payment in full which it is a party. (e) After the occurrence and during the continuance of all Senior Indebtedness remaining unpaid, after giving effect any Default (including the commencement and continuation of any Insolvency Proceeding relating to any concurrent payment or distribution other Grantor), the Collateral Agent and the Intercreditor Agent are authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Grantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the holder of Senior Debt Obligations (including any and all Post Petition Interest), and (ii) to require each Grantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such Senior Indebtednessobligations to the Intercreditor Agent for application to the Secured Obligations (including any and all Post Petition Interest).

Subordination. Each Holder(a) All claims of the Holder to the Principal, by accepting the Note agrees that the principal, premium, if anyInterest, and any other payment obligations of amounts at any kind evidenced by time owed under this Note are (collectively, “Junior Indebtedness”) is hereby expressly subordinated in right of payment, as herein set forth, to the prior payment in full of all “Senior Indebtedness” of Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Company Company, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether outstanding on judicial or otherwise) to collect the date hereof Junior Indebtedness), if, at the time of such payment, exercise or hereafter createdimmediately after giving effect thereto, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies there shall exist any “Default” or other financial institutions regularly engaged in “Event of Default” under any agreements governing any of the business of lending money that is required to be senior to this Note by the terms of such indebtedness, Senior Indebtedness or (ii) indebtedness incurred the maturity of any of the Senior Indebtedness has been accelerated and such acceleration has not been waived or such Senior Indebtedness has not been paid in full; provided, however, that (x) in the ordinary course event that the holder of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as any Senior Indebtedness (including all indebtedness under accelerates such Senior Indebtedness, then the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and Holder may accelerate the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to Note, and (y) if the prior payment in full of all indebtedness for borrowed money Company is permitted under the terms of the Company that is not Senior Indebtedness. In Indebtedness to pay an amount due and owing under this Note and fails to make such payment, then so long as the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up terms of the CompanySenior Indebtedness do not prohibit such action, the holders of Senior Indebtedness Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be entitled permitted to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character accelerate hereunder). (other than any payment or distribution in the form of equity securities or subordinated securitiesb) on account of principal of, or premium, if any, or any other payment obligations on this Note; and Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other than proceedings, all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Company of any kind or character, whether in the form of equity securities cash, property or subordinated securities), by set-off or otherwise, to which the Holder as holder of this Note the Junior Indebtedness would be entitled but except for the provisions of this Section 5.2 hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwiseby the Holder if received by Holder, directly to the holder of the Senior Indebtedness, or its representatives, to the extent necessary to pay all such Senior Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness. (c) If the holders of the Senior Indebtedness in good faith believe Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Senior Indebtedness may do so for Holder. (d) In the event that any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing shall be received by the Holder before all the Senior Indebtedness is paid in full, or provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Senior Indebtedness or their representative or representatives ratably accordingly representatives, as their respective interests may appear, for application to the aggregate amount remaining unpaid on account payment of all the Senior Indebtedness remaining unpaid to the extent necessary to make payment in full of pay all such Senior Indebtedness remaining unpaidin full, in money, in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holder holders of such Senior Indebtedness. (e) The provisions hereof are solely for the purpose of defining the relative rights of the holders of the Senior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Company and the Holder, the obligations of the Company under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 7, if and so long as all documents governing the Senior Indebtedness permit one of the actions restricted by this Section 7, the restriction shall be waived and the restricted action permitted hereunder. (f) No right of any present or future holder of any Senior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any act or failure to act, in good faith, by any such holder of the Senior Indebtedness, or any noncompliance by the Company with the terms, provisions and covenants hereof, regardless of any knowledge thereof any holder of the Senior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Senior Indebtedness, or otherwise amend or supplement in any manner the Senior Indebtedness or any instrument evidencing the same or any agreement under which the Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Indebtedness; (iii) release any person liable or contingently liable in any manner for the payment or collection of the Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company or any other person. (g) Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note. (h) Notwithstanding the provisions of this Section 7, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holder(s) of the Senior Indebtedness or their representatives send written notice to Holder of same. (i) Subject to the payment in full of all the Senior Indebtedness, Holder as holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Senior Indebtedness shall be paid in full. (j) The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of the Senior Indebtedness, and shall execute and deliver such additional subordination agreements, consistent with the foregoing as any holder of Senior Indebtedness may require. (k) For purposes hereof, “Senior Indebtedness” means, with respect to the Company, all indebtedness of the Company, whether outstanding on the date of the execution of this Note or thereafter created, to banks, insurance companies, other financial institutions, private equity funds, hedge funds or other similar funds, unless in the instrument creating or evidencing such indebtedness it is provided that such indebtedness is not senior in right of payment to this Note. Senior Indebtedness shall also include indebtedness for taxes owed to federal or state agencies and other indebtedness of the Company, as the case may be, that by operation of law has a right that is senior to the Junior Indebtedness.

Subordination. Each HolderThe Borrower covenants and agrees, and each holder of this Convertible Subordinated Promissory Note, by accepting his or its acceptance thereof, likewise covenants and agrees, that, to the Note agrees that extent and in the principal, manner hereinafter set forth in this Section D: 1. The payment of the principal of (and premium, if any, ) and other payment obligations of any kind evidenced by interest on this Note Convertible Subordinated Promissory Notes are subordinated hereby expressly made subordinate and subject in right of payment, payment to the prior payment in full of all “existing or future indebtedness of the Borrower, including principal and interest and premium (if any) and all other amounts outstanding on such debt (and any extensions or refinancings thereof) ("Senior Indebtedness” "). 2. No payment or distribution of cash, property or securities (other than Common Stock of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies Borrower or other financial institutions regularly engaged in securities of the business Borrower that are subordinated to Senior Indebtedness to at least the same extent as this Convertible Subordinated Promissory Note) of lending money that is required to the Borrower shall be senior to this Note made by the terms Borrower with respect to the principal of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectivelyinterest on this Convertible Subordinated Promissory Note, or similar transactionsto defease or acquire any of this Convertible Subordinated Promissory Note, and no action shall be taken (iiijudicial or otherwise) indebtedness identified as to collect any such payment or distribution (a) upon the maturity of any Senior Indebtedness (including by lapse of time, acceleration or otherwise, unless and until all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same Senior Indebtedness shall first be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment paid in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingcash, or any receivership, liquidation, reorganization or other similar case or proceeding such payment duly made in connection therewith, relating a manner satisfactory to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of such Senior Indebtedness shall be entitled or the holders of such Senior Indebtedness do not take any affirmative action for a period of at least 45 days to receive payment in full or (b) in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such the event that the Borrower defaults in the payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or interest on or any other amounts payable on or due in connection with any Senior Indebtedness when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, unless and until such default has been waived in writing by the holders of the Senior Indebtedness or until the holders of such Senior Indebtedness do not take any affirmative action for a period of at least 45 days to receive payment obligations in full or to have such default cured. 3. If any default other than a default contemplated by Section 2(b) above shall have occurred and be continuing that would permit the holders of the Senior Indebtedness to accelerate the maturity of Senior Indebtedness, upon written notice (a "Payment Blockage Notice") of the default given to the Borrower and the holders of this Convertible Subordinated Promissory Note (the "Holders") by the holders of, or an agent, trustee or other representative for, such Senior Indebtedness, then, unless and until such default has been waived in writing or unless and until the holders of such Senior Indebtedness do not take any affirmative action for a period of at least 45 days to receive payment in full or to have such default cured, no payment or distribution of cash or property (other than Common Stock of the Borrower or other securities of the Borrower that are subordinated to Senior Indebtedness to at least the same extent as this Convertible Subordinated Promissory Note) of the Borrower shall be made by the Borrower with respect to the principal of or interest on this Convertible Subordinated Promissory Note; , or to acquire or repurchase any of this Convertible Subordinated Promissory Note for cash or property other than Common Stock of the Borrower, and no action shall be taken (judicial or otherwise) to collect any such payment or distribution. If such Senior Indebtedness is not declared due and payable within one hundred eighty (180) days after written notice of the event of default is given, promptly after the end of the 180-day period, the Borrower shall pay all sums due in respect of this Convertible Subordinated Promissory Note and not paid during the 180-day period. Payments on this Convertible Subordinated Promissory Note may and shall be resumed in the case of a payment default only upon the date on which such default is waived in writing by the holders of the Senior Indebtedness or their agent. 4. If any payment or distribution of assets of the Company Borrower is received by any Holder in respect of this Convertible Subordinated Promissory Note at a time when that payment or distribution should not have been made because of Sections 2 or 3, and provided that prior to the Borrower's disbursement of such payment or distribution, the Holders shall have received a written notice from the Borrower or from an agent or representative for one or more holders of Senior Indebtedness, such payment or distribution shall be received and held and shall be paid over to the holders of Senior Indebtedness (pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) until all such Senior Indebtedness has 5. Upon any distribution of assets of the Borrower upon any dissolution, winding up, liquidation or reorganization of the Borrower (whether in bankruptcy, insolvency, receivership or similar proceedings relating to the Borrower or its property or upon an assignment for the benefit of creditors or any marshalling of the Borrower's assets or liabilities or otherwise): a. the holders of all Senior Indebtedness will first be entitled to receive payment in full of the principal of and interest due on Senior Indebtedness (including interest accruing after the commencement of a bankruptcy or insolvency at the rate specified in the applicable Senior Indebtedness documents and including, without limitation, in respect of premiums, indemnities or otherwise, before the Holders are entitled to receive any payment or distribution on account of the principal of or interest on this Convertible Subordinated Promissory Note; b. any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities (other than except that the Holders may receive securities that are subordinated at least to the same extent as this Convertible Subordinated Promissory Note to Senior Indebtedness and any payment or distribution securities issued in the form of equity securities or subordinated securitiesexchange for Senior Indebtedness), by set-off or otherwise, to which the Holder of this Note Holders would be entitled but except for the provisions of this Section 5.2 shall 5 will be paid by the liquidating trustee or agent or other person making persons make such a payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, distribution directly to the holders of Senior Indebtedness (pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make or provide for payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder holders of such Senior Indebtedness or provision for that payment or distribution; and c. if, notwithstanding the foregoing, any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities (except that the Holders may receive securities that are subordinated at least to the same extent as this Convertible Subordinated Promissory Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) is received by the Holders on account of the principal of or interest on this Convertible Subordinated Promissory Note before all Senior Indebtedness is paid in full, such payment or distribution will be received and held in trust for and will be forthwith paid over to the holders of the Senior Indebtedness remaining unpaid or unprovided for or their representatives for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment of such Senior Indebtedness until all such Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness. 6. Subject to the payment in full of all Senior Indebtedness, the Holders shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Borrower applicable to the Senior Indebtedness a. no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders would be entitled except for the provisions of this Section D and no payment pursuant to the provisions of this Section D to the holders of Senior Indebtedness by the Holders shall, as between the Borrower, its creditors (other than holders of Senior Indebtedness) and the Holders, be deemed to be a payment by the Borrower to or on account of the Holders; and b. no payment or distributions of cash, property or securities to or for the benefit of the Holders pursuant to the subrogation provision of this Section D, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Borrower to or for the account of the Holders of this Convertible Subordinated Promissory Note. 7. The provisions of this Section D are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Section D or elsewhere in this Convertible Subordinated Promissory Note is intended to or shall (a) impair, as among the Borrower, its creditors other than holders of Senior Indebtedness and the Holders of this Convertible Subordinated Promissory Note, the obligation of the Borrower, which is absolute and unconditional to pay to the Holders of this Convertible Subordinated Promissory Note the principal of (any premium, if any) and interest on this Convertible Subordinated Promissory Note as and when the same shall become due and payable in accordance with their terms, (b) affect the relative rights against the Borrower of the Holders of this Convertible Subordinated Promissory Note and creditors of the Borrower other than the holders of Senior Indebtedness or (c) prevent the holder of this Convertible Subordinated Promissory Note from exercising all remedies otherwise permitted by applicable law upon default under this Convertible Promissory Note, subject to the rights, if any, under this Section D of the holders of Senior Indebtedness to receive cash, property or securities otherwise payable or deliverable to the Holder upon the exercise of any such remedy. 8. In the event of any dissolution, winding up, liquidation or reorganization of the Borrower (whether in bankruptcy, insolvency, receivership or similar proceedings relating to the Borrower or its property or upon any assignment for the benefit of creditors or any marshalling of the Borrower's assets or liabilities or otherwise) tending towards liquidation of the business and assets of the Borrower, with respect to the filing of a claim for the unpaid balance of any portion of this Convertible Subordinated Promissory Note in the form required in those proceedings, if the Holder does not file a proper claim or proof of debt in the form required in such proceeding at least thirty (30) days before the expiration of the time to file such claim or claims, then the holders of Senior Indebtedness and their agents, trustees, or other representatives are hereby authorized to have the right to file, and are hereby authorized to file, an appropriate claim for and on behalf of each such Holder. 9. No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Borrower or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Borrower with the terms, provisions and covenants of this Convertible Subordinated Promissory Note, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holders of this Convertible Subordinated Promissory Note, without incurring responsibility to the Holders of this Convertible Subordinated Promissory Note and without impairing or releasing the subordination provided in this Section D or the obligations hereunder of the Holders of this Convertible Subordinated Promissory Note to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Borrower and any other Person. 10. The Borrower shall give prompt written notice to the Holders of any fact known to the Borrower which would prohibit the making of any payment to or by the Holders in respect of this Convertible Subordinated Promissory Note. Notwithstanding the provisions of this Section D or any other provision of this Convertible Subordinated Promissory Note, the Holders shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to the Holders in respect of this Convertible Subordinated Promissory Note, unless and until the Holders shall have received written notice thereof from the Borrower or a holder of Senior Indebtedness; and, prior to the receipt of any such written notice, the Holders shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Holders shall not have received the notice provided for in this Section 10 at least two (2) business days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, and premium, if any, or interest on this Convertible Subordinated Promissory Note), then, anything herein contained to the contrary notwithstanding, the Holders shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within two (2) business days prior to such date. The Holders shall be entitled to rely on the delivery to them of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a representative thereof) to establish that such notice has been given by a holder of Senior Indebtedness (or representative thereof). In the event that the Holders determine in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness (or a representative thereof) to participate in any payment or distribution pursuant to this Section D, the Holders may request such person to furnish evidence to the reasonable satisfaction of the Holders as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Section D, and if such evidence is not furnished, the Holders may defer any payment or distribution to such person pending judicial determination as to the right of such person to receive such payment or distribution. 11. Upon the payment or distribution of assets of the Borrower referred to in this Section D, the Holders of this Convertible Subordinated Promissory Note shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of the creditors, agent or other person making such payment or distribution, delivered to the holders of this Convertible Subor

Subordination. Each HolderExcept as may be otherwise specifically provided for in the Credit Agreement with respect to permitted Restricted Payments and repayment of permitted Indebtedness, any indebtedness of Borrower to New Grantor now or hereafter existing together with any interest thereon shall be, and such indebtedness is, hereby deferred, postponed and subordinated to the prior, full and Non-Contestable Payment and satisfaction of all Obligations of Borrower to the Lenders. Payment and satisfaction of Obligations shall be deemed “Non-Contestable Payment” only upon such payment and satisfaction and the expiration of all periods of time within which a claim for the recovery of a preferential payment, or fraudulent conveyance, or fraudulent transfer, in respect of payments received by accepting Agent as to the Obligations could be filed or asserted with: (A) no such claim having been filed or asserted, or (B) if so filed or asserted, the final, non-appealable decision of a court of competent jurisdiction denying the claim or assertion. Except as may be otherwise specifically provided for in the Credit Agreement with respect to permitted Restricted Payments and repayment of permitted Indebtedness, at all times until the full and Non-Contestable Payment and satisfaction of the Obligations of Borrower to Lenders with respect to the Obligations (and including interest accruing on the Note after the commencement of a case by or against Borrower under the Bankruptcy Code now or hereafter in effect, which interest the parties agree shall remain a claim that is prior and superior to any claim of New Grantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code, as now or hereafter in effect, generally), New Grantor agrees not to accept any payment or satisfaction for any kind of indebtedness of Borrower to New Grantor and hereby assigns such indebtedness to Lenders including, but not limited to, the right to file proofs of claim and to vote thereon in connection with any such case under the Bankruptcy Code, as now or hereafter in effect, and the right to vote on any plan of reorganization. Further, New Grantor hereby agrees that any and all security interests heretofore or hereafter granted to New Grantor by Borrower in the principal, premium, if any, Collateral shall be junior and other payment obligations of any kind evidenced by this Note are subordinated in right of payment, subordinate to the prior payment in full of all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting collateral assignment and security interests in favor of the Company’s accounts receivable or purchase orders for purposes Agent hereunder. This Agreement has been executed and delivered as an instrument under seal as of factoring or financing such accounts receivable or purchase orders respectivelythe date and year first above written. GRANTOR: TNP SRT SECURED HOLDINGS, or similar transactionsLLC, a Delaware limited liability company By TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its sole Member By TNP Strategic Retail Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: CFO-SRT, REIT AGENT: By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Senior Relationship Manager Name of Entity Jurisdiction of Organization Certificate Number(s) (iiiif any) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan Nature of Equity Interests Percentage of Ownership in Entity Description of any Excluded Rights TNP SRT ▇▇▇▇▇▇ Marketplace, LLC Delaware N/A Membership interests 100 % None TNP SRT San Jacinto, LLC Delaware None Membership Interests 100 % None Reference is made to that certain Pledge and Security Agreement dated as of January 29December 17, 2010 between Silicon Valley Bank by TNP SRT Secured Holdings, LLC (the “Grantor”) to KeyBank National Association (“Agent”), for itself and the CompanyLenders (as defined therein) (as amended, restated and/or modified from time to time, the “Agreement”). TNP SRT San Jacinto, LLC, a Delaware limited liability company (the “Entity”), hereby consents to the foregoing Agreement, with the express confirmation, warranty and representation that all restrictions on the transfer of the Collateral as set forth in the Entity Governance Documents (if any), have been waived to permit this pledge and grant of security interest and any subsequent foreclosure or other disposition of the Collateral by Agent in accordance with the terms and agreements set forth above, and with the express grant to Agent and any agent of Agent of the power of attorney set forth in Section 10 of the Agreement. Entity represents that it has not opted into Article 8 of the applicable Uniform Commercial Code for the Entity and agrees that the Entity Governance Documents for the Entity shall not be amended to insert such a provision without the prior written consent of Agent. Entity hereby acknowledges receipt of notice of the pledge and collateral assignment of the Collateral effected hereby and hereby agrees to register the Collateral as subject to the security interests and collateral assignments effected hereby. The Grantor has irrevocably authorized the Entity to accept and act upon, and the Entity hereby agrees to accept and act upon, all instructions and directions given by Agent to the Entity with respect to the Collateral in accordance with the Agreement without the necessity of further authorization or consent from, or notice to, the Grantor. Pursuant to the terms of the Entity Governance Documents, each of the undersigned, as a member of the same shall be amendedEntity, hereby (a) consents to the pledge by Grantor of the Collateral to Agent as security for the Obligations and agrees that the Entity Governance Documents are hereby amended to permit and reflect the pledge of the Collateral by Grantor to Agent pursuant to the terms and provisions of the Agreement and this Consent, (b) instructs the Entity to register the lien created hereunder in the Collateral in the books and records maintained by the Entity, (c) in connection with the exercise by Agent of its rights and remedies under this Consent, consents to the foreclosure or other disposition or assignment of the Equity Interests and Collateral to any person or entity (an “Assignee”) and the substitution of such Assignee as a new member of the Entity, and (ivd) purchase money security interests for equipment. The indebtedness evidenced by this Note agrees that no such assignment or substitution and no foreclosure under the Agreement, the Consent or other remedies in respect thereof shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money effect a termination or dissolution of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holder of this Note shall be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than any payment or distribution in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to the aggregate amount remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of such Senior IndebtednessEntity.

Subordination. Each Holder, by accepting the Note agrees that the principal, premium, if any, and other payment obligations of any kind The Indebtedness evidenced by this Note are subordinated in right of payment, to the prior payment in full of Notes shall at all “Senior Indebtedness” of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in the business of lending money that is required to times be senior to this Note by the terms of such indebtedness, (ii) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan subordinate and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior junior in right of payment to all Senior Debt, whether now or hereafter outstanding, all in full to the prior payment in full of all indebtedness for borrowed money of manner and with the Company that is not Senior Indebtedness. force and effect hereinafter set forth: (a) In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or winding-winding up of the Company, or of any execution, sale, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization, or other similar proceeding relative to the holders of Company or its property, all Senior Indebtedness Debt shall first be entitled to receive payment paid in full before any payment is made upon the debt evidenced by the Notes; and in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for any such payment in full, before the Holder of this Note shall be entitled to receive event any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities) on account of principal of, or premium, if any, or any other payment obligations on this Note; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities Securities (other than in Securities, including equity securities, or other evidences of debt, the payment of which is subordinated to the payment of all Senior Debt which may at the time be outstanding to the same extent as the Notes) which shall be made upon or in respect of any Note shall be paid over to the holders of such Senior Debt, pro rata, for application in payment thereof unless and until such Senior Debt shall have been paid or satisfied in full; (b) In the event that the Notes are declared or become due and payable because of the occurrence of any Event of Default hereunder (under circumstances when clauses (a), (c), (d) or (e) of this Section 13 shall not be applicable), the holders of the Notes shall be entitled to payments only after there shall first have been paid in full all Senior Debt outstanding at the time the Notes are declared or become due and payable because of any such Event of Default, or payment shall have been provided for in a manner satisfactory to the holders of such Senior Debt; (c) In the event that any Specified Senior Debt is declared due and payable because of the occurrence of any event of default applicable to any Specified Senior Debt, then no payment shall be made on any Note from the date that such declaration has been given in writing to the Company by any Required Senior Debt Holders until there shall first have been paid in full all Specified Senior Debt outstanding at such time, or payment shall have been provided for in a manner satisfactory to the holders of such Specified Senior Debt; (d) During the continuance of any default in the payment of either principal or interest on any Specified Senior Debt (under circumstances when clause (c) of this Section 13 shall not be applicable), no payment shall be made on any Note during a period of 180 consecutive days (unless such event of default is cured or waived in writing by the requisite holders of such Specified Senior Debt) from the date that written notice of such default has been given to the Company by the Required Senior Debt Holders and such notice shall specify that it constitutes a "BLOCKAGE NOTICE" pursuant to this Section 13; (e) If any event of default shall have occurred as a result of a breach of Section 10 of the Senior Note Purchase Agreements or the Existing Senior Note Purchase Agreements (other than Sections 10.8, 10.12 and 10.13) or any comparable covenants from time to time applicable to the Fleet/Chase Debt Facility (under circumstances when neither clause (c) nor clause (d) of this Section 13 shall be applicable) and the Required Senior Debt Holders have given notice of such event to the Company, then no payment shall be made on any Note during a period of 180 consecutive days (unless such event of default is cured or waived in writing by the requisite holders of such Specified Senior Debt) from the date that written notice of such default has been given to the Company by the Required Senior Debt Holders and such notice shall specify that it constitutes a "BLOCKAGE NOTICE" pursuant to this Section 13; (f) Notwithstanding the foregoing, (i) payment on the Notes shall not be blocked pursuant to clauses (d) and (e) of this Section 13 on more than one occasion in any period of 360 consecutive days, and (ii) the holders of Specified Senior Debt shall not be entitled to give notice pursuant to clauses (d) and (e) of this Section 13 more than once with respect to any event of default which was specified in such a blockage notice and which has continued without interruption since the date such notice was given (it being understood that each failure to make a scheduled payment of principal or interest on Senior Debt shall be deemed to constitute a new event of default), nor shall such holders be entitled to give a separate blockage notice with respect to any event of default not so specified which was known by such holders to exist on the date the blockage notice shall have been given pursuant to clause (d) or (e) and which has continued without interruption from the date such notice was given. No more than three blockage notices can be given pursuant to clauses (d) and (e) of this Section 13. Upon receipt of any notice pursuant to clause (c) of this Section 13 or any blockage notice from the Required Senior Debt Holders pursuant to clause (d) or (e) of this Section 13, the Company shall forthwith send a copy thereof to each holder of the Notes at the time outstanding; and (g) During the Standstill Period (as hereinafter defined), the holders of the Notes shall be prohibited from exercising any remedies under this Agreement, including accelerating the Notes or filing or participating in the filing of an involuntary bankruptcy petition against the Company. Upon the termination of any Standstill Period and subject to the provisions of clauses (a), (b), (c), (d) and (e) of this Section 13, the holders of the Notes may, at their sole election, exercise any and all remedies (including the acceleration of the maturity of the Notes) available to them under this Agreement or applicable law. As used in this Section 13, "STANDSTILL PERIOD" means in the case of the receipt by the Company of a blockage notice pursuant to clause (d) or (e) of this Section 13 (a "BLOCKAGE NOTICE"), the 180 day period from and after the date of receipt of such notice. In addition to the passage of time, the Standstill Period shall expire on the first to occur of (i) the date on which the Required Senior Debt Holders which shall have delivered a Blockage Notice shall have expressly withdrawn such Blockage Notice in writing, (ii) the date on which there is commenced, either by or against the Company, any proceeding described in clause (a) of this Section 13, (iii) the date on which the holders of Senior Debt shall have accelerated such Senior Debt, and (iv) the date on which the holders of Senior Debt shall have instituted foreclosure or other proceedings relating to the liquidation of collateral which secures such Senior Debt. If any payment or distribution shall be paid to or collected or received by any holders of the Notes in contravention of any of the form terms of equity securities this Section 13, the last paragraph of Section 10.2 of the Senior Note Purchase Agreement or subordinated securities)of the Existing Senior Note Purchase Agreements or any similar provision under the Fleet/Chase Debt Facility, then such holders of the Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash, to the holders of the Senior Debt, ratably in accordance with the respective amounts owing to them, and, until so delivered, the same shall be held in trust by such holders of the Notes as the property of the holders of such Senior Debt. If any amount is delivered to the holders of the Senior Debt pursuant to this Section 13, whether or not such amounts have been applied to the payment of Senior Debt, and the outstanding Senior Debt shall thereafter be paid in full, in cash, by set-off the Company or otherwiseotherwise other than pursuant to this Section 13, the holders of Senior Debt shall return to such holders of the Notes an amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 13, so long as after the return of such amounts the Senior Debt shall remain indefeasibly paid in full, in cash. Upon the payment in full of the Senior Debt as in this Section 13 provided, the holders of the Notes will be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of assets of the Company applicable to the Senior Debt until the principal of, premium, if any, and interest on the Notes shall be paid in full; and no payments or distributions (direct or indirect) to the holders of the Senior Debt of cash, property or Securities to which the Holder holders of this Note the Notes would be entitled but except for the provisions of this Section 5.2 13 shall, as between the Company, its creditors (other than the holders of Senior Debt) and the holders of the Notes, be deemed to be a payment by the Company to or on account of the Senior Debt. Each and every holder of the Notes by its acceptance thereof undertakes and agrees for the benefit of each holder of Senior Debt to execute, verify, deliver and file any proofs of claim which any holder of Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Notes and to effectuate the full benefit of the subordination contained herein; and upon failure of any holder of the Notes so to do, any such holder of Senior Debt shall be paid by deemed to be irrevocably appointed the liquidating trustee or agent or other person making and attorney-in-fact of the holder of the Notes to execute, verify, deliver and file any such payment or distributionproofs of claim. The Company agrees, whether a trustee for the benefit of the holders of Senior Debt, that in bankruptcy or receiver or liquidating trustee or otherwisethe event that any Note is declared due and payable before its expressed maturity because of the occurrence of an Event of Default hereunder, directly (i) the Company will give prompt notice in writing of such happening to the holders of Senior Indebtedness or their representative or representatives ratably accordingly to Debt and (ii) upon demand made at the aggregate amount remaining unpaid on account option of the holders of the Senior Indebtedness Debt, such Senior Debt shall forthwith become immediately due and payable regardless of the expressed maturity thereof. No right of any holder of any Senior Debt to enforce subordination as herein provided shall at any time or in any way be affected or impaired by any failure to act on the extent necessary part of the Company or the holders of Senior Debt, or by any noncompliance by the Company with any of the terms, provisions and covenants of the Notes or this Agreement, regardless of any knowledge thereof that any such holder of Senior Debt may have or be otherwise charged with. Each holder of the Notes waives any and all notices of the acceptance of the provisions of this Section 13 or of the creation, renewal, extension or accrual, now or at any time in the future, of any Senior Debt. The obligations of each holder of the Notes under the provisions set forth in this Section 13 shall continue to make be effective, or be reinstated, as the case may be, as to any payment in full respect of all any Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment Debt that is rescinded or distribution to must otherwise be returned by the holder of such Senior IndebtednessDebt upon the occurrence or as a result of any bankruptcy or judicial proceeding, all as though such payment had not been made. Each holder of the Notes by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after the creation of the Notes, to acquire and hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Debt. Each such holder of Senior Debt is intended to be, and is, a third party beneficiary of this Section 13. Each holder of the Notes acknowledges and agrees that the provisions set forth in this Section 13 shall be enforceable against such Persons by the holders of Senior Debt. Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of this Section 13 or the definitions of "Required Senior Debt Holders" and "Requisite Senior Debt" may, directly or indirectly, be amended, modified, supplemented or waived without the prior written consent of the holders of the Senior Debt. The foregoing provisions 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 Notes on the other hand, and nothing herein shall impair, as between the Company and the holders of the Notes, the obligation of the Company which is unconditional and absolute, to pay the principal, premium, if any, and interest on the Notes in accordance with their terms, nor shall anything herein prevent the holders from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder, subject to the rights of the holders of Senior Debt as herein provided for.

Subordination. Each Holder, by accepting Subordinated Creditor hereby agrees (and reaffirms and continues its agreement under the Note agrees Existing Subordination Agreement) that the principal, premium, if anyall claims and demands, and other payment obligations all interest accrued or that may hereafter accrue thereon, in respect of any kind evidenced by this Note Subordinated Debt are subordinated in right of payment, subject and subordinate to the prior indefeasible payment and satisfaction in full in cash of all “Senior Indebtedness” Obligations. In furtherance of and not in limitation of the Company foregoing: (a) no payment or prepayment of any principal or interest on account of, and no repurchase, redemption or other retirement (whether outstanding on at the date hereof option of the holder or hereafter createdotherwise) of Subordinated Debt shall be made, incurred, assumed or guaranteed). The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance lenders, insurance companies or other financial institutions regularly engaged in if at the business of lending money that is required to be senior to this Note by the terms time of such indebtednesspayment, prepayment, repurchase, redemption or retirement or immediately after giving effect thereto there shall exist a Default or Event of Default; (iib) indebtedness incurred in the ordinary course of business for the purpose of granting security interests in the Company’s accounts receivable or purchase orders for purposes of factoring or financing such accounts receivable or purchase orders respectively, or similar transactions, (iii) indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness evidenced by this Note shall be senior in right of payment in full to the prior payment in full of all indebtedness for borrowed money of the Company that is not Senior Indebtedness. In the event of any insolvency or bankruptcy case or proceedingproceedings, or and any receivership, liquidation, reorganization or other similar case or proceeding proceedings in connection therewith, relating to the Company any Subordinated Creditor or to its assetscreditors, or to their respective properties, and in the event of any proceedings for voluntary liquidation, dissolution or winding-other winding up of the Companyany Subordinated Creditor, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness Obligations shall be entitled to receive final, indefeasible payment in full in cash or cash equivalents of all Senior IndebtednessObligations (including interest thereon accruing after the commencement of any such proceedings, whether or provision not allowed or allowable as a claim in such proceedings) and the Facility shall be made for such payment in fullterminated, before the Holder holders of this Note the Subordinated Debt (including any other Subordinated Creditor) shall be entitled to receive any payment or other distribution on account of the Subordinated Debt, and to that end the holders of Senior Obligations shall be entitled to receive distributions of any kind or character character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Subordinated Debt; (other than c) in the event that any Subordinated Debt is declared due and payable before its expressed maturity because of the occurrence of an event of default (under circumstances when the provisions of the foregoing paragraphs (a) or (b) are not applicable), the holders of the Senior Obligations outstanding at the time such Subordinated Debt so becomes due and payable because of such occurrence of such an event of default shall be entitled to receive final, indefeasible payment in full in cash of all Senior Obligations before the holders of the Subordinated Debt (including any Subordinated Creditor) are entitled to receive any payment or other distribution in the form of equity securities or subordinated securities) on account of principal ofthe Subordinated Debt; (d) in the event that, or premiumnotwithstanding the occurrence of any of the events described in paragraphs (a), if any(b) and (c), or any other payment obligations on this Note; and any such payment or distribution of assets of the Company any Subordinated Creditor of any kind or character, whether in cash, property or securities securities, shall be received by the holders of Subordinated Debt (other than including any Subordinated Creditor) before all Senior Obligations are finally and indefeasibly paid in full in cash and the Facility shall have terminated, such payment or distribution shall be held in the form of equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this Note would be entitled but trust for the provisions of this Section 5.2 benefit of, and shall be promptly paid by the liquidating trustee over or agent or other person making such payment or distribution, whether a trustee in bankruptcy or receiver or liquidating trustee or otherwise, directly delivered to the holders of such Senior Indebtedness Obligations or their representative or representatives ratably accordingly representatives, or as their respective interests may appear, for application to the aggregate amount payment of all Senior Obligations remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment pay such Senior Obligations in full of all Senior Indebtedness remaining unpaidin cash, in accordance with the terms thereof, after giving effect to any concurrent payment or distribution to the holder holders of such Senior IndebtednessObligations; and (e) no holder of Senior Obligations shall be prejudiced in its right to enforce subordination of the Subordinated Debt by any act or failure to act on the part of any Subordinated Creditors.