Inter-Creditor Loan Agreement

INTER-CREDITOR LOAN AGREEMENT

This Inter-Creditor Loan Agreement (the "Agreement") is made as of by and among: Senior Creditor: , with an address at ; and Subordinated Creditor: , with an address at . The Senior Creditor and Subordinated Creditor are each sometimes referred to herein as a "Lender" and collectively as the "Lenders."

RECITALS

WHEREAS, Borrower: is indebted to Senior Creditor pursuant to certain loan documents described as (the "Senior Obligations");

WHEREAS, Subordinated Creditor has extended or may extend credit to Borrower under loan documents described as (the "Subordinated Obligations");

WHEREAS, the parties desire to set forth their agreement as to the relative priority of liens, security interests, rights to proceeds and payments, and enforcement rights with respect to the collateral and indebtedness of Borrower.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 Defined terms. In this Agreement capitalized terms used but not otherwise defined have the meanings assigned in the applicable loan document. For purposes of this Agreement, "Collateral" means all assets, property and interests in which any Lender has or is claimed to have a security interest, lien or charge arising from or securing the Senior Obligations or the Subordinated Obligations.

2. PRIORITY AND SUBORDINATION

2.1 Senior Priority. Subject to the express terms of this Agreement, the Senior Creditor shall have first priority and full benefit of all liens, security interests, proceeds and enforcement remedies with respect to the Collateral to secure repayment in full of the Senior Obligations, and the Subordinated Creditor hereby agrees that its rights in and to the Collateral shall be subordinate and secondary to those of the Senior Creditor.

2.2 Payment Subordination. Except as otherwise expressly provided in this Agreement, all payments, distributions and proceeds of the Collateral that constitute payment on account of the Subordinated Obligations shall be paid only after the Senior Obligations have been indefeasibly paid in full in cash, or as otherwise agreed in writing by the Senior Creditor.

3. ENFORCEMENT AND STANDSTILL

3.1 Standstill Period. In the event of an Event of Default under the Senior Obligations, the Subordinated Creditor shall not exercise any enforcement remedies against the Collateral for a period of days following delivery of written notice of such Event of Default to the Subordinated Creditor (the "Standstill Period"). During the Standstill Period the Senior Creditor shall have the exclusive right, but not the obligation, to enforce the Senior Obligations and the Collateral in accordance with applicable law.

3.2 Remedies Following Standstill. If the Senior Creditor elects not to enforce its rights during the Standstill Period, the Senior Creditor shall provide a written notice of such election and the parties shall confer in good faith concerning the method and timing of enforcement. Any enforcement by the Subordinated Creditor following the expiration of the Standstill Period shall be conducted subject to the Senior Creditor's rights to distributions as set forth in Section 2.

4. SUBORDINATION OF RIGHTS AND PAYMENTS

4.1 Subordination Agreement. The Subordinated Creditor unconditionally and irrevocably subordinates and postpones to the Senior Creditor all rights to receive payment or distribution arising from any enforcement of the Collateral, whether by judicial process, receivership, foreclosure, sale or otherwise, until the Senior Obligations have been paid in full.

4.2 Limitation on Acceleration. The Subordinated Creditor shall not accelerate the Subordinated Obligations or demand or accept payment from the Collateral in contravention of this Agreement.

5. CONTROL, VOTING AND ENFORCEMENT COORDINATION

5.1 Control of Remedies. The Senior Creditor shall have the right to control enforcement actions with respect to the Collateral, subject to its duty to act in good faith and to consult with the Subordinated Creditor regarding material enforcement decisions affecting the realization value of the Collateral.

The parties shall cooperate and coordinate any sale, disposition or enforcement of the Collateral, including the selection of counsel, auction or sale procedures, and the allocation of net proceeds, to maximize recovery for all creditors while preserving the Senior Creditor's priority as set forth in this Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each Lender represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to enter into and perform its obligations under this Agreement; and (b) its execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not violate any applicable law or contractual obligation.

7. NOTICE

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, or to such other address as a party may designate by notice to the other parties.

8. COSTS, EXPENSES AND STATEMENTS

Each party shall bear its own costs and expenses incurred in connection with the preparation and negotiation of this Agreement, provided that the prevailing party in any dispute arising out of this Agreement shall be entitled to recover reasonable attorneys' fees and costs incurred in enforcing its rights under this Agreement.

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Senior Creditor and the Subordinated Creditor. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity or unenforceability and shall be severed from the remaining provisions, which shall continue in full force and effect.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding for all purposes.

14. ADDITIONAL PROVISIONS

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