Release of Security Interest and Subordination Agreement

Security Interest Subordination Agreement

This Security Interest Subordination Agreement, hereinafter called the Agreement, is made and entered into as of (date), by and between the undersigned , of , hereinafter called the Creditor, and , of , hereinafter called the Debtor, in favor of , of , hereinafter called the Bank.

To induce Bank to extend credit and other financial accommodations to Debtor now and hereafter, Bank has required the undersigned Creditor to irrevocably and unconditionally subordinate to Bank all of Creditor’s rights in collateral, in accordance with the terms of this Agreement.

1. Collateral. Creditor has or may acquire a security interest in the property of Debtor described in Exhibit A attached hereto and made a part hereof and referred to herein as the Collateral.

2. Subordination by Creditor. Creditor hereby unconditionally and irrevocably subordinates to the Bank all security interests, liens, interests and rights (whether consensual or by operation of law) in or against the Collateral. Creditor agrees that Bank’s security interest, lien and rights to the Collateral are superior to those of Creditor notwithstanding the date, manner or order of perfection of the security interest, lien or claim of Bank or Creditor, Bank’s failure to perfect its security interest, or any provisions of any other agreements between Creditor and Bank regarding Debtor or the Collateral to the contrary.

3. Modification of Senior Debt. Bank may, at any time and in its sole discretion, substitute, release or permit alterations to the Collateral; proceed against any or all of the Collateral in whatever order Bank shall determine; modify, supplement or waive the provisions of the loan documents in any manner; and apply payments and/or proceeds from the Collateral in any order; in each case without notice to or the consent of Creditor, and without impairing or affecting any of Bank’s rights under this Agreement or Creditor’s obligations to Bank hereunder.

4. Default. At any time Creditor fails to comply with any provision applicable to Creditor, Bank may demand specific performance of this Agreement, whether or not Debtor has complied with this Agreement, or exercise any other remedy available at law or equity. If any payment on account or, or any Collateral is received by Creditor, other than as permitted by this Agreement, then such payment or Collateral shall be delivered forthwith to Bank in the form received, except for the addition or any endorsement or assignment necessary to effect the transfer of all rights therein to Bank. Bank is irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered, any such payment on Collateral shall be held in trust for Bank and shall not be commingled with other funds or property of Creditor.

5. Expenses. Debtor agrees to pay Bank on demand, all expenses of every kind, including all attorneys’ fees, which Bank may incur in enforcing or protecting any of its rights under this Agreement.

6. Entire Agreement; Waiver; Successor and Assigns. This Agreement contains the entire agreement of Creditor with Bank regarding subordination. Any failure by Bank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same, and such rights shall be cumulative and not exclusive. Knowledge by Bank of any breach or other nonobservance by Creditor of the terms of this Agreement will not constitute a waiver thereof or of any obligations to be performed by Creditor hereunder. This Agreement will be binding upon Creditor and its successors and assigns.

7. Applicable Law and Jurisdiction; Interpretation and Modification. This Agreement will be governed by and interpreted in accordance with the laws of the State of . Invalidity of any provision of this Agreement will not affect the validity of any other provision. The provisions will not be altered, amended or waived without the express written consent of Bank. CREDITOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN THE COUNTY OR FEDERAL JURISDICTION OF THE BANK’S BRANCH WHERE THE LOAN WAS ORIGINATED, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE COLLATERAL OR ANY TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein shall affect Bank’s rights to serve process in any manner permitted by law, or limit Bank’s right to bring proceedings against Creditor in the courts of any other jurisdiction or jurisdictions.

8. Attachments. All documents attached hereto, including any appendices, schedules, riders, and exhibits to this Agreement, are hereby expressly incorporated by reference.

Witness our signatures this (date).