Legal Sub Document

LEGAL SUB DOCUMENT

This Subordination Agreement (the "Agreement") is made as of Effective Date: by and between Senior Creditor Name: , a Corporation Limited Liability Company Partnership Individual with a principal place of business at ("Senior Creditor"), and Subordinated Creditor Name: , a Corporation Limited Liability Company Partnership Individual with a principal place of business at ("Subordinated Creditor").

RECITALS

WHEREAS, Senior Creditor is owed certain obligations under that certain agreement described as Reference Agreement: dated as of (the "Senior Obligations");

WHEREAS, Subordinated Creditor holds certain claims, obligations, or liens described as Subordinated Obligations: ; and

WHEREAS, the parties desire to set forth their respective rights with respect to priority of payment and remedies, and to subordinate the Subordinated Obligations to the Senior Obligations on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained 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 addition to terms defined elsewhere in this Agreement, the following definitions apply:

"Senior Debt" means all obligations, indebtedness, liabilities and duties of the Obligor to the Senior Creditor arising under or in connection with the Reference Agreement or any related instrument, whether now existing or hereafter arising.

"Subordinated Debt" means all obligations, indebtedness, liabilities and duties of the Obligor to the Subordinated Creditor described in the Subordinated Obligations field above, including principal, interest, fees and other charges.

2. SUBORDINATION

2.1 Subordination. Subordinated Creditor hereby covenants and agrees that all right, title and interest of the Subordinated Creditor in and to the Subordinated Debt and any security therefor is and shall be subordinated in right of payment and enforcement to the prior payment in full of the Senior Debt. Except as otherwise expressly provided in this Agreement, Subordinated Creditor shall not demand, sue for, collect or receive payment of any part of the Subordinated Debt while any Senior Debt remains unpaid, except to the extent and in the manner expressly permitted by Senior Creditor in writing.

2.2 Priority of Payments. All payments, distributions, and proceeds received by Subordinated Creditor with respect to the Subordinated Debt shall, to the extent necessary to pay Senior Debt in full, be held in trust for the benefit of Senior Creditor and promptly turned over and applied to the Senior Debt in accordance with the terms of the Senior agreements until the Senior Debt is indefeasibly paid in full.

3. RIGHTS AND REMEDIES

3.1 Forbearance as to Subordinated Creditor. Subordinated Creditor agrees not to accelerate, enforce, foreclose or otherwise exercise remedies against collateral or pursue collection of Subordinated Debt so long as the Senior Debt remains unpaid, except as permitted in writing by Senior Creditor. Nothing in this Agreement shall be construed to limit Senior Creditor's rights or remedies against the Obligor or any collateral securing the Senior Debt.

4. PAYMENTS; APPLICATION OF PROCEEDS

4.1 Application. Any proceeds realized from collateral securing Subordinated Debt or payments received by Subordinated Creditor shall be applied first to the payment of Senior Debt to the extent necessary to cure defaults and pay accrued amounts owing under the Senior Debt, and only thereafter, if any amounts remain, to the Subordinated Debt.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (if an entity); (b) it has full corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; and (d) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy and similar laws.

6. COVENANTS; FURTHER ASSURANCES

6.1 Further Assurances. Each party agrees to execute and deliver such further documents and to take such further actions as may be reasonably requested by the other party to effectuate the purposes and intent of this Agreement.

7. DEFAULT

7.1 Event of Default. An Event of Default shall include any uncured breach of a material obligation under the Senior Debt. Upon occurrence of an Event of Default with respect to the Senior Debt, Senior Creditor shall have the rights and remedies afforded it under the Senior documents and applicable law, and the subordination set forth herein shall govern the relative priorities of payment and enforcement between the parties.

8. NOTICES

Notices to Senior Creditor

Notices to Subordinated Creditor

Notices shall be given in writing and shall be deemed delivered when personally delivered, on the date of confirmed delivery by courier, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the party at the address set forth above or at such other address as such party may designate by notice.

9. AMENDMENT; WAIVER

9.1 Amendment and Waiver. This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay in exercising any right or remedy will operate as a waiver.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between them relating thereto.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. COUNTERPARTS; EXECUTION

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 or facsimile shall be binding for all purposes.

14. ADDITIONAL PROVISIONS

14.1 No Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, provided that Senior Creditor may assign or transfer its rights in connection with a financing or sale of assets without the consent of Subordinated Creditor.

14.2 Remedies Cumulative. The rights and remedies provided in this Agreement are cumulative and in addition to all other rights and remedies available at law or in equity.

Collateral Description

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