Subordination Resolutions Agreement

SUBORDINATION RESOLUTIONS AGREEMENT

This Subordination Resolutions Agreement (the Agreement) is entered into as of the Effective Date: by and between Senior Creditor: , having an address at ; and Obligor/Company: , having an address at .

RECITALS

WHEREAS, the Company has adopted and intends to adopt certain corporate resolutions (the Resolutions) authorizing issuance, modification or acceptance of indebtedness and other obligations, and the parties wish to establish the priority and subordination of particular claims arising under certain instruments set forth in Schedule A;

WHEREAS, the Senior Creditor is the holder of senior secured or senior unsecured obligations described in Schedule A (the Senior Obligations) and the Company acknowledges that such Senior Obligations shall have priority as provided in this Agreement; and

WHEREAS, the parties desire that any resolutions, approvals, consents or authorizations that would otherwise grant relative priority to the subordinated instruments be subject to the terms and effect of this Agreement and that the parties memorialize their agreement with respect thereto.

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 For purposes of this Agreement, the following terms shall have the following meanings: "Subordinated Obligations" means the instruments, debts, claims, liens or other obligations listed on Schedule A and any extensions, renewals or replacements thereof. "Senior Obligations" means the obligations of the Company to the Senior Creditor described on Schedule A. "Resolutions" means the corporate authorizations, board resolutions, shareholder consents or equivalent corporate actions referenced in the recitals or otherwise delivered or adopted in connection with the Subordinated Obligations.

2. SUBORDINATION

2.1 Subordination of Payments. Except as expressly provided in this Agreement, all present and future right, title and interest of the Holder of any Subordinated Obligations in and to payments, proceeds, distributions or other assets of the Company shall be subordinate and junior in right of payment and priority of claim to the prior payment in full of all Senior Obligations. The Holder of Subordinated Obligations shall not receive, directly or indirectly, any distribution or payment in respect of such Subordinated Obligations until all Senior Obligations have been indefeasibly paid in full or otherwise satisfied as set forth herein.

2.2 Subordination in Insolvency and Enforcement. In the event of any insolvency, liquidation, bankruptcy, reorganization or other similar proceedings of the Company, or upon any enforcement of remedies against the assets of the Company, the rights of the Holder of Subordinated Obligations to receive distributions shall be subordinate to the claims of the Senior Creditor and the Senior Obligations, whether such claims are secured or unsecured.

3. EFFECT ON RESOLUTIONS

3.1 Binding Corporate Action. The Company represents and warrants that the Resolutions referenced herein are validly adopted and in full force and effect to the extent required to bind the Company and to permit the Company to enter into and perform its obligations under this Agreement. To the extent any corporate action is required to effectuate the subordination specified herein, the Company shall cause such action to be taken in accordance with applicable law and its organizational documents.

3.2 No Impairment of Senior Rights. The parties agree that nothing in the Resolutions or in any adoption thereof shall impair or derogate from the priority and remedies of the Senior Creditor under the Senior Obligations, except as expressly modified in writing by the Senior Creditor.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the others that: (a) it is duly organized and validly existing under applicable law and has the requisite power and authority to enter into and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate, partnership or similar action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

4.2 No Conflicts. The execution, delivery and performance of this Agreement by each party do not and will not (a) violate any law or regulation applicable to such party, (b) conflict with any material agreement to which such party is bound, or (c) require consent of any third party except as set forth in Schedule B.

5. COVENANTS

5.1 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including entry of appropriate notations on the books and records of the Company or the recordation or filing of notices or agreements to evidence the subordination set forth herein.

5.2 Preservation of Senior Priority. The Company shall not create or permit to exist any lien, claim or encumbrance having priority senior to the Senior Obligations except as permitted in writing by the Senior Creditor.

6. REMEDIES; ENFORCEMENT

6.1 Equitable Relief. Each party acknowledges that monetary damages may be an inadequate remedy for breach of the provisions of this Agreement and that, in addition to all other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to enforce the terms of this Agreement.

6.2 No Merger. The rights and obligations of the parties under this Agreement shall not be merged into any judgment or other instrument or document and shall survive any such judgment unless otherwise expressly released in writing by the Senior Creditor.

7. NOTICES

Notices shall be given in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by written notice in accordance with this Section. Notices shall be effective upon receipt.

8. SCHEDULES; ATTACHMENTS

8.1 Schedule A. The instruments, obligations and claims to be subordinated are described on Schedule A attached hereto and incorporated by reference. The parties agree that Schedule A may be amended by written agreement signed by the parties to reflect additional instruments or corrections.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Agreement, together with its Schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether oral or written.

10.2 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.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments and Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom enforcement is sought.

11.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed originals for all purposes.

12. MISCELLANEOUS

12.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Senior Creditor may assign its rights in connection with a sale of all or substantially all of its assets or the transfer of the Senior Obligations.

12.2 No Third-Party Beneficiaries. Unless expressly provided otherwise herein, this Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and does not confer any rights or remedies upon any other person.

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