The obligations of the Credit Parties under the Senior Loan Agreement and the other SeniorLoan Documents (as such term is defined below) are secured on a first-priority basis by securityinterests and liens on substantially all of its current and future acquired assets and propertiesof any Credit Parties (the “IDB Collateral”), including, without limitation, all“Collateral” as defined in the IDB Loan Agreement.     Pursuant to a certain                      Agreement                     .     The Junior Creditors have requested that the Credit Parties guarantee,                                          of theobligations of                                     pursuant to the Junior Guaranty Agreement.     To secure that                                          indebtedness, the Junior Creditors have requested that the CreditParties grant junior security interests in and junior liens upon certain Collateral, pursuant tothe Junior Security Agreement.     It is a condition precedent to the Senior Lenders’ agreement to permit the Credit Parties togrant the Junior Liens that the Credit Parties and the Junior Creditors enter into this Agreementto confirm their agreement, among other things, that the Junior Indebtedness shall, at all times,be subordinated to the Senior Indebtedness and that the Senior Liens (as such term is definedbelow) shall at all times be senior to the Junior Liens (as such term is defined below).     To induce the Senior Lenders to permit the Credit Parties to grant the Junior Liens, theJunior Creditors and the Credit Parties have agreed to enter into this Agreement.     NOW, THEREFORE, in consideration of the foregoing, the mutual agreements herein contained andother good valuable consideration, the receipt and adequacy of which are hereby acknowledged, theparties hereto, intending to be legally bound, hereby agree as follows:     1. Definitions. The following terms as used in this Agreement shall have the meaningshereinafter provided:     “Agreement” means this Subordination and Intercreditor Agreement, as the same may bemodified, amended, supplemented or restated from time to time.     “Collateral” means any existing and future assets of any Credit Parties including,without limitation, the IDB Collateral.     “Credit Parties” means, collectively and individually, any borrower, guarantor, creditparty or other obligor under any existing or future Senior Indebtedness, including, withoutlimitation, any IDB Credit Parties. It is agreed and understood that Palisades Acquisition XVI isnot a Credit Party.     “Enforcement Action” means,                                         .     “Junior Agent” means                                                             .     “Junior Creditors” means                                                                                 .     “Junior Guaranty Agreement”: means that certain Subordinated Limited Recourse GuarantyAgreement of even date herewith by and among the Credit Parties in favor of the
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Junior Agent on behalf of the Junior Creditors, in each case as the same may from time to timebe amended, restated, supplemented, modified, substituted, replaced, renewed or refinanced to theextent expressly permitted herein.     “Junior Indebtedness”: means all loans, advances, debts, liabilities and obligationsfor the performance of covenants, tasks or duties or for payment of monetary amounts (whether ornot such performance is then required or contingent, or such amounts are liquidated ordeterminable) owing by any Credit Party to Junior Creditors, and any lender under the Junior LoanDocuments, and all covenants and duties regarding such amounts, of any kind or nature, present orfuture, whether or not evidenced by any note, agreement or other instrument, whether arising underthe Junior Loan Documents or otherwise. This term includes all principal, interest (including allinterest that accrues after the commencement of any case or proceeding by or against any CreditParty in bankruptcy, whether or not allowed in such case or proceeding), fees, charges, expenses,attorneys’ fees and any other sum chargeable to any Credit Party under any of the Junior LoanDocuments.     “Junior Liens”: means any and all security interests, liens, claims, rights and/orinterests of the Junior Creditors in or on any or all of the property or assets of the CreditParties (including, without limitation, the Collateral), including, without limitation, the liensand security interests on the Collateral created under the Junior Loan Documents, whether now orhereafter arising and howsoever existing, and all replacements, renewals and other modifications ofsuch security interests, liens, claims and/or rights.     “Junior Loan Documents”: means any and all documents, instruments, writings oragreements by and among the Junior Creditors and the Credit Parties, including, without limitation,the Junior Guaranty Agreement and the Junior Security Agreement (but excluding the SecuritizationDocuments), in each case as the same may from time to time be amended, restated, supplemented,modified, substituted, replaced, renewed or refinanced to the extent expressly permitted herein.     “Junior Security Agreement”: means that certain Subordinated Guarantor SecurityAgreement of even date herewith by and among the Credit Parties and the Junior Creditors, in eachcase as the same may from time to time be amended, restated, supplemented, modified, substituted,replaced, renewed or refinanced to the extent expressly permitted herein.     “Paid in Full” or “Payment in Full”: means with respect to any SeniorIndebtedness, that (a) such Senior Indebtedness has been paid in full in cash and (b) anycommitment or agreement of the Senior Lenders to extend any financial accommodations to or for thebenefit of any Credit Party has been terminated.     “Securitization Documents”: means the “                                         .     “Senior Agent” means any administrative agent with respect to any Senior Indebtedness.     “Senior Creditors”: means collectively and individually, the Senior Agent, the otheragents under the Senior Loan Documents, and the Senior Lenders, together with any and all agentsand/or lenders as successors, assigns, transferees, replacements, or substitutions of, or inaddition to, the foregoing (including one or more other lenders and one or more agents or similarcontractual representatives for one or more lenders that at any time succeeds to or refinances,
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replaces or substitutes for any or all of the Senior Indebtedness at any time and from time totime).     “Senior Indebtedness”: means all loans, advances, debts, liabilities and obligationsfor the performance of covenants, tasks or duties or for payment of monetary amounts (whether ornot such performance is then required or contingent, or such amounts are liquidated ordeterminable) owing by any Credit Party to Senior Creditors, and all covenants and duties regardingsuch amounts, of any kind or nature, present or future, whether or not evidenced by any note,agreement or other instrument, whether arising under the Senior Loan Agreement or any of the otherSenior Loan Documents or otherwise (including without limitation, under all interest rate caps,swaps or collar agreements, or similar agreements or arrangements to provide protection againstfluctuations in interest rates). This term includes all principal, interest (including allinterest that accrues after the commencement of any case or proceeding by or against any CreditParty in bankruptcy, whether or not allowed in such case or proceeding), fees, charges, expenses,attorneys’ fees and any other sum chargeable to any Credit Party under the Senior Loan Agreement orany of the other Senior Loan Documents, and all replacements, renewals, substitutions, refinancingand other modifications of the foregoing. Without limiting the foregoing, Senior Indebtednessshall include any loans, advances, debts, liabilities and obligations of any kind in connectionwith any refinancing, replacement financing, successor financing or substitute financing involvingany Credit Parties, whether or not provided by any of the current Senior Creditors or the amounts,conditions, collateral or other terms of such financing are comparable to those set forth in theIDB Loan Agreement.     “Senior Liens”: means any and all security interests, liens, claims, rights and/orinterests of the Senior Creditors in or on any or all of the property or assets of the CreditParties (including, without limitation, the Collateral), including, without limitation, the liensand security interests on the Collateral created under the Senior Loan Documents, whether now orhereafter arising and howsoever existing, and all replacements, renewals and other modifications ofsuch security interests, liens, claims and/or rights.     “Senior Lenders” means any lenders with respect to any Senior Indebtedness.     “Senior Loan Agreement” means the IDB Loan Agreement and any other loan or creditagreement reflecting the terms of existing or future Senior Indebtedness (as the same may from timeto time be amended, restated, supplemented, modified, substituted, replaced, renewed or refinanced.     “Senior Loan Documents”: means any and all documents, instruments, writings andagreements by and among any of the Senior Agent, the Senior Creditors and any Credit Parties,including, without limitation, the Senior Loan Agreement, in each case as the same may from time totime be amended, restated, supplemented, modified, substituted, replaced, renewed or refinanced.     2. No Third Party Beneficiaries. All undertakings, agreements, representations andwarranties contained herein are solely for the benefit of the Junior Creditors, the SeniorCreditors, and any agents and/or lenders as successors or assigns of, or substitutions orreplacements for, any one or more of the Junior Creditors and the Senior Creditors, and the CreditParties (to the extent set forth in Section 5 hereof) and there are no other parties who areintended to be benefited in any way by this Agreement.
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     3. Reservation of Security Interests as Against Third Parties. Nothing containedherein is intended to affect or limit in any way the Senior Liens or the Junior Liens insofar asthe Credit Parties and third parties are concerned. The parties hereto specifically reserve theSenior Liens and the Junior Liens, as applicable, and rights to assert the same as against theCredit Parties and third parties.     4. Junior Creditors’ Subordination. The Junior Creditors covenant and agree with theSenior Agent and the Senior Lenders that:     No payments due or to become due on the Junior Indebtedness shall be paid, and no payment onaccount thereof shall be received, accepted or retained unless and until the Senior Indebtednesshas been Paid in Full; provided, however, Junior Creditor may accept payments underthe Junior Guaranty Agreement (but not realized from any Collateral) so long as no Event of Defaulthas occurred and is continuing or would result from any such payments under the Senior LoanAgreement.     5. Consent to Junior Guaranty Agreement and Junior Liens. Senior Creditors herebyconsent to the Junior Indebtedness and Junior Liens, provided, however, that the aggregateprincipal amount of the Junior Indebtedness secured by the Junior Liens on the Collateral shall notexceed an aggregate amount of $                                          and the Junior Liens shall secure no indebtednessother than the Junior Indebtedness.     6. Priority of Security Interests. Irrespective of:          (a) the time, order, manner or method of creation, attachment or perfection of Senior Liens orthe Junior Liens;          (b) the time or manner of the filing of their respective financing statements;          (c) whether the Junior Creditors or the Senior Creditors or any bailee or agent thereof holdspossession of any or all of the property or assets of the Credit Parties, including, withoutlimitation, the Collateral;          (d) the dating, execution or delivery of any document, instrument, writing or agreementgranting the Senior Liens or the Junior Liens;          (e) the giving or failure to give notice of the acquisition or expected acquisition of anypurchase money or other security interests; and          (f) any provision of the Uniform Commercial Code of the applicable state(s) or any law to thecontrary;the Junior Liens shall be and hereby are subordinated to the Senior Liens on the terms hereinafterset forth. The subordination hereunder applies regardless of the legality, validity orenforceability of the Senior Indebtedness or the Senior Loan Documents, or the legality, validity,enforceability or perfection of the Senior Liens.     7. No Action. (a) The Junior Creditors will not assert a claim or make a demand againstany Credit Party with respect to Junior Indebtedness, will not commence any action or proceedingagainst any Credit Party to recover all or any part of the Junior Indebtedness, will not
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commence any action or proceeding with respect to the Collateral (whether by judicial ornon-judicial foreclosure, notification to any Credit Party’s account debtors, the seeking of theappointment of a receiver for any portion of any Credit Party’s property or assets, including,without limitation, the Collateral, or otherwise), will not (whether directly or indirectly) joinwith any creditor in bringing, solicit any person to bring, or cause (directly or indirectly) thecommencement of, any proceeding against any Credit Party under any bankruptcy, reorganization,readjustment of debt, arrangement of debt receivership, liquidation or insolvency law or statute ofthe federal or any state government, will not take possession of, sell or dispose of, or otherwisedeal with, the Collateral, and will not exercise or enforce any other right or remedy which may beavailable to Junior Creditors against any Credit Party or with respect to the Collateral until theSenior Indebtedness shall have been Paid in Full. Notwithstanding the prior sentence, afterFebruary___, 2014 Junior Agent may with at least 180 days written prior notice to the Senior Agentand the IDB Credit Parties (which may be delivered at any time), exercise its rights and remediesunder the Junior Loan Documents, provided, however, that neither Junior Agent nor any JuniorCreditor may exercise such rights and remedies during an Enforcement Action. For purposes of theforegoing allocation of priorities, any claim of a right of setoff shall be treated in all respectsas a security interest and no claimed right of setoff shall be asserted to defeat or diminish therights or priorities provided for herein. If the Junior Creditors, in contravention of the termsof this Agreement, shall commence, prosecute or participate in any suit, action or proceedingagainst any Credit Party, then such Credit Party may interpose as a defense or plea the making ofthis Agreement, and the Senior Creditors may intervene and interpose such defense or plea in itsname or in the name of such Credit Party. If the Junior Creditors, in contravention of thisAgreement, shall attempt to collect any of the Junior Indebtedness, execute on any Collateral, orenforce any of the Junior Loan Documents or otherwise violate this Agreement, then the SeniorCreditors or any Credit Party may, by virtue of this Agreement, restrain the enforcement thereof orsuch other action and Senior Creditors may seek such restraint in its name or in the name of theCredit Party.          (b) Notwithstanding clause (a) of this Section 7, the Junior Creditors may:               (i) take the actions permitted by Section 8(c);               (ii) file a claim or statement of interest with respect to the Junior Indebtedness; providedthat an insolvency proceeding has been commenced by or against any Credit Party;               (iii) take any action in order to create, perfect or preserve any Lien held by or on behalf ofthe Junior Creditors on the Collateral;               (iv) file any necessary responsive or defensive pleadings in opposition to any motion, claim,adversary proceeding or other pleading made by any person objecting to or otherwise seeking thedisallowance of the claims of the Junior Creditors, including any claims secured by the Collateral;               (v) vote on any plan of reorganization, file any proof of claim, make other filings and makeany arguments and motions that are, in each case, not prohibited by the terms of this Agreement,with respect to the Junior Indebtedness and the Collateral; and
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               (vi) receive any remaining proceeds of Collateral after the Senior Indebtedness has been Paidin Full.     8. Waiver and Consent; Bankruptcy.          (a) Except as set forth herein or as required by law, the Senior Creditors shall have noobligation to the Junior Creditors with respect to the Collateral or the Senior Indebtedness. TheSenior Creditors may (i) exercise collection rights, (ii) take possession of, sell or dispose of,and otherwise deal with, all or any portion of the Collateral, (iii) in the Senior Creditors’ name,the Junior Creditors’ name or in the Credit Parties’ name, demand, sue for, collect or receive anymoney or property at any time payable or receivable on account of, or securing, any right topayment, or grant any extension to, make any compromise or settlement with or otherwise agree towaive, modify, amend or change the Senior Indebtedness (including collateral obligations) of anyaccount debtor or other obligor of the Credit Parties, (iv) prosecute, settle and receive proceedson any insurance claims relating to the Collateral, and (v) exercise and enforce any right orremedy available to Senior Creditors with respect to the Credit Parties and/or the Collateral,whether available before or after the occurrence of any Default or Event of Default under theSenior Loan Documents; all without consent of Junior Creditors and without notice to JuniorCreditors except any notice as specifically required by law. To the extent it is legally permittedto do so, Senior Creditors shall apply the proceeds of the Collateral against the SeniorIndebtedness in any order of application it deems appropriate, and to the extent there is anyexcess remaining after such application, then to Junior Creditors for payment of the JuniorIndebtedness, or to any other party legally entitled to such proceeds. Junior Creditors herebywaive any and all right to require the marshalling of assets in connection with the exercise of anyof the remedies permitted by applicable law or agreement.          (b) In the event of any receivership, insolvency, bankruptcy, assignment for the benefit ofcreditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law,the sale of all or substantially all of the assets of the Credit Parties, dissolution, liquidationor any other marshalling of the assets or liabilities of the Credit Parties, Junior Creditors willfile all claims, proofs of claim or other instruments of similar character necessary to enforce theobligations of the Credit Parties in respect of the Junior Indebtedness and will hold in trust forSenior Creditors and promptly pay over to Senior Creditors in the form received (except for theendorsement of Junior Creditors where necessary) for application to the then-existing SeniorIndebtedness, any and all moneys, dividends or other assets received in any such proceedings onaccount of the Junior Indebtedness, unless and until the Senior Indebtedness has been Paid in Full.If Junior Creditors shall fail to take any such action, Senior Creditors, as attorney-in-fact forJunior Creditors, may take such action on Junior Creditors’ behalf.          (c) If any one or more Credit Party or such Credit Party or Credit Parties’ estate become thesubject of proceedings under Title 11 of the United States Code (11 U.S.C. § 101 *et seq*.), asamended, (the “Bankruptcy Code”), and if Senior Creditors desire to permit the use of cashcollateral or to provide post-petition financing to the Credit Parties, Junior Creditors shall notobject to the same or assert that its interests are not being adequately protected and agrees thatadequate notice of such financing to Junior Creditors shall have been provided if Junior Creditorsreceive written notice in accordance with the Bankruptcy Code. The Junior Creditors shall not (i)take any action or vote in any way so as to directly or indirectly challenge or contest (A) thevalidity or the enforceability of any of the Senior Loan Documents or the liens and securityinterests granted to Senior Agent with respect to the Senior Indebtedness, (B) the
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rights and duties of Senior Agent established in the Senior Loan Documents, or (C) thevalidity or enforceability of this Agreement; (ii) seek, or acquiesce in any request, to dismissany insolvency or other proceeding or to convert an insolvency or other proceeding under Chapter 11of the Bankruptcy Code to a case under Chapter 7 of the Bankruptcy Code; (iii) seek, or acquiescein any request for, the appointment of a trustee or examiner with expanded powers for the CreditParties; (iv) propose, vote in favor of or otherwise approve a plan of reorganization, arrangementor liquidation, or file any motion or pleading in support of any plan of reorganization,arrangement or liquidation in any bankruptcy case where any Credit Party is a debtor, unless itprovides that the Senior Indebtedness is Paid in Full or unless Senior Agent has approved of thetreatment of its claims with respect to the Senior Indebtedness under such plan; (v) object to thetreatment under a plan of reorganization or arrangement of the claims with respect to the SeniorIndebtedness; (vi) seek relief from the automatic stay of Section 362 of the Bankruptcy Code or anyother stay in any insolvency or other proceeding in respect of any portion of the Collateral,provided, however, that the Junior Creditors shall be permitted to join in anymotion or proceeding filed or commenced by the Senior Agent or any Senior Creditor to seek relieffrom the automatic stay, provided that, notwithstanding the granting of such relief from the stayas to the Junior Creditors, the Junior Creditors shall be bound by all of the provisions of thisAgreement and shall be prevented from exercising any rights or remedies with respect to theCollateral, to the extent otherwise provided in this Agreement, until such time as the SeniorIndebtedness has been Paid in Full; or (vii) directly or indirectly oppose any relief requested orsupported by Senior Agent, including any sale or other disposition of property free and clear ofthe liens and security interests of Junior Creditors under Section 363(f) of the Bankruptcy Code orany other similar provision of applicable law. Junior Creditors waive any claim they may now orhereafter have arising out of Senior Agent’s election, in any proceeding instituted under Chapter11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/orany borrowing or a Lien under Section 364 of the Bankruptcy Code by Credit Parties, asdebtor-in-possession; provided that, notwithstanding the foregoing, if in any insolvency proceedingwherein any Credit Party is a debtor, the Senior Creditors (or any subset thereof) are grantedadequate protection in the form of additional collateral in connection with any use of cashcollateral or financing under Section 364 of the Bankruptcy Code, then the Junior Creditors mayseek or request adequate protection in the form of a Lien on such additional collateral, which Lienwill be subordinated to the Senior Liens on the same basis as the other Liens securing the JuniorLiens are so subordinated to the Senior Liens under this Agreement. To the extent that SeniorAgent receives payments on or proceeds of Collateral which are subsequently invalidated, declaredto be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver orany other party under any bankruptcy law, state or federal law, common law, or equitable cause,then, to the extent of such payment or proceeds received, the Senior Indebtedness, or part thereof,intended to be satisfied shall be revived and continue in full force and effect as if such paymentsor proceeds had not been received by Senior Agent. Notwithstanding anything in this Section 8(c)to the contrary, as to any matters not provided for in this Section 8(c) arising in any proceedinginstituted under Chapter 11 of the Bankruptcy Code by or against the Credit Parties, the JuniorCreditors shall be permitted to vote the portion of their claim that are secured and unsecured.     9. [Preservation of Bankruptcy Remoteness.     Notwithstanding anything to the contrary in this Agreement or any other Senior Loan Documents,each of the Senior Agent and each Senior Creditor hereby agrees that it shall not:
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          (a) institute or join any Person in instituting against                                         , any bankruptcy,reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under anyfederal or state bankruptcy or similar law;          (b) contest or challenge, or join any other Person in contesting or challenging, the transfersof the assets of                                          to                                          contemplated by the                      Agreement (as defined inthe                                          Agreement) or any other documents or instruments related thereto, whether on thegrounds that such transfers were disguised financings, preferential transfers, fraudulentconveyances or otherwise or a transfer other than a “true sale” or a “true contribution”;          (c) (i) assert that any Person and                                          should be substantively consolidated or that                                         is not or was not a limited liability company separate and distinct from any CreditParty or any other Person, or (ii) challenge the valuation of any of the assets of                                        ;          (d) transfer any of its interest in                                          or any interest therein, unless theassignee of such interest shall have agreed in writing to be bound by the terms of this Agreement,to any Person;          (e) exercise any voting rights under                                          limited liability company agreement;          (f) attempt to prohibit or restrict any sale or other transfer of the assets of                                         or interfere in any manner with the transactions contemplated under the ___Credit Agreement andthe documents related thereto; or          (g) alter or cause the alteration of the independent director provisions of ___limited liability company agreement or attempt to remove or replace any serving independentdirector of                                         .]     10. Distribution of Collateral and Proceeds Thereof; Release of Collateral.          (a) Except as permitted under Section 7(a), the Junior Creditors agree that they will not askfor, demand, sue for, take or receive from the Credit Parties or any successor or assign of theCredit Parties, including, without limitation, a receiver, trustee or debtor in possession, whetherby setoff or in any other manner, the whole or any part of the Junior Indebtedness from any of theCollateral or any income or proceeds thereof, unless and until all of the Senior Indebtedness hasbeen Paid in Full. The Junior Creditors acknowledge and agree that the terms and provisions ofthis Agreement do not violate any term or provision of any of the Junior Loan Documents; and to theextent any of the terms or provisions of this Agreement are inconsistent with any of the terms orprovisions of the Junior Loan Documents, the provisions of the Junior Loan Documents shall bedeemed to have been superseded by this Agreement.          (b) The Junior Creditors agree that any collection, sale or other disposition of any or all ofthe Collateral by the Senior Creditors (whether pursuant to the Uniform Commercial Code of theapplicable state(s) or otherwise) shall be free and clear of the Junior Liens in such Collateral ifthe Senior Creditors are releasing all Senior Liens on the applicable Collateral (other thanproceeds thereof and after the Senior Indebtedness has been Paid in Full). At the request of
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the Senior Creditors, the Junior Creditors shall promptly provide the Senior Creditors withany necessary or appropriate releases to permit the collection, sale or other disposition of any orall of the Collateral by the Senior Creditors free and clear of the Junior Liens. In addition, atthe request of the Senior Creditors, the Junior Creditors shall promptly release and SeniorCreditors are hereby authorized to release or terminate any and all Junior Liens on the applicableCollateral to facilitate the collection, sale or other disposition of such Collateral by the CreditParties and/or Senior Creditors.          (c) Until the Senior Indebtedness has been Paid in Full, notwithstanding any provision to thecontrary contained in any Junior Loan Documents, only Senior Agent and/or the Senior Creditorsshall have the right to restrict or permit, or approve or disapprove, the sale, transfer or otherdisposition of any Collateral, whether or not a default has occurred under any Senior Indebtednessor Junior Indebtedness. The Junior Creditors agree that prior to Payment in Full of all SeniorIndebtedness, any collection, sale or other disposition of any Collateral by any Credit Party inthe ordinary course of its business and if permitted under the Senior Loan Documents or aspermitted by the Senior Creditors, shall be free and clear of the Junior Liens in such Collateral(other than proceeds thereof and after the Senior Indebtedness has been Paid in Full) and,notwithstanding any provision of this Agreement to the contrary, any buyer or transferee of anyCollateral shall be entitled to rely on this provision. In addition, at the request of the SeniorCreditors, if the Senior Creditors are releasing all Senior Liens on the applicable Collateral, theJunior Creditors shall promptly release and Senior Creditors are hereby authorized to release orterminate any and all Junior Liens on the applicable Collateral (other than proceeds thereof andafter the Senior Indebtedness has been Paid in Full) to facilitate the collection, sale or otherdisposition of such Collateral by the Credit Parties and/or Senior Creditors.     11. Turnover of the Senior Creditors’ Collateral Received by the Junior Creditors. Inthe event any payment or distribution to the Junior Creditors is made from any of the Collateral,or any proceeds thereof, upon or with respect to any of the Junior Indebtedness prior to Payment inFull of the Senior Indebtedness, the Junior Creditors shall receive and hold same in trust, astrustee, for the benefit of the Senior Creditors and shall forthwith deliver the same to the SeniorCreditors in precisely the form received (except for the endorsement or assignment of the JuniorCreditors where necessary) for application against the Senior Indebtedness, whether due or not due,until so delivered, the same shall be held in trust by the Junior Creditors as the property of theSenior Creditors.     12. Representations and Agreements of the Junior Creditors. The Junior Creditorsrepresent and warrant to, and covenant and agree with, the Senior Creditors that:          (a) as of the date hereof the principal amount of the Junior Indebtedness is limited to                                        , in no event shall the principal amount of the Junior Indebtedness exceed anaggregate amount of                                          and in no event shall the Junior Liens secure any indebtednessor obligations other than the Junior Indebtedness;          (b) the Junior Creditors will provide the Senior Creditors with written notice of thedeclaration by the Junior Creditors of any default or event of default under the Junior LoanDocuments simultaneously with any such notice to the Credit Parties;          (c) except as permitted under Section 7(a), if a default or event of default shall occur underor within the meaning of any of the Junior Loan Documents, the Junior Creditors
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will not accelerate or demand payment of any of the Junior Indebtedness or exercise any otherrights or remedies under any of the Junior Loan Documents (other than sending a notice of defaultto the Credit Parties);          (d) the Junior Creditors agree not to oppose, interfere with or otherwise attempt to preventthe Senior Creditors from enforcing the Senior Liens or otherwise realizing upon any of theCollateral;          (e) the Junior Creditors agree that none of the Junior Loan Documents or any other document,instrument, or agreement evidencing all or any part of the Junior Indebtedness may be amended,restated, supplemented or otherwise modified without the prior written consent of Senior Creditors;and          (f) the Junior Agent represents and warrants to the Senior Creditors that it is authorized toexecute and deliver this Agreement on behalf of the Junior Creditors and to bind the JuniorCreditors to the terms of this Agreement.     13. Insurance Proceeds. In the event of the occurrence of any casualty with respectto any of the Collateral, the Junior Creditors and the Senior Creditors agree that the SeniorCreditors shall have the sole and exclusive right to adjust, compromise or settle any such losswith the insurer thereof, and to collect and receive the proceeds from such insurer. Any insurershall be fully protected if it acts in reliance on the provisions of this Section.     14. Waiver of Certain Rights. The Junior Creditors hereby waive any and all rightsto:          (a) require the Senior Creditors to marshal any property or assets of the Credit Parties or toresort to any of the property or assets of the Credit Parties in any particular order or manner;          (b) require the Senior Creditors to enforce any guaranty or any security interest or liengiven by any person or entity other than the Credit Parties to secure the payment of any or all ofthe Senior Indebtedness as a condition precedent or concurrent to taking any action against or withrespect to the Collateral;          (c) commence any proceedings (whether through the filing of an involuntary petition againstthe Credit Parties or otherwise) under any bankruptcy, insolvency, reorganization, receivership orsimilar laws for arrangement of debts of the Credit Parties and/or;          (d) bring any action to contest the validity, legality, enforceability, perfection, priorityor avoidability of any of the Senior Indebtedness, any of the Senior Loan Documents or any of theSenior Liens.     15. Effect of Bankruptcy of Credit Parties. This Agreement shall remain in full forceand effect notwithstanding the filing of a petition for relief by or against any one or more CreditParties under the United States Bankruptcy Code and shall apply with full force and effect withrespect to all of the Collateral acquired by a Credit Party, and to all additional SeniorIndebtedness incurred by the Credit Parties, subsequent to the date of said petition.
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     16. Assignment of the Junior Indebtedness. The Junior Creditors represent and warrantto the Senior Creditors that they have not previously assigned any interest in any of the JuniorIndebtedness, that no other party owns an interest in any of the Junior Indebtedness other than theJunior Creditors (whether as joint holders of the Junior Indebtedness, as participants orotherwise) and that the entire Junior Indebtedness is owed only to the Junior Creditors. TheJunior Creditors covenant and agree with the Senior Creditors that the entire Junior Indebtednessshall continue to be owing only to the Junior Creditors, unless such indebtedness is assignedexpressly subject to the terms, provisions and conditions of this Agreement, the assignee of suchindebtedness agrees in writing to be bound by the terms, provisions and conditions of thisAgreement and the Junior Agent shall have delivered such executed assignment and assumptionagreements to the Senior Agent.     17. Term. This Agreement shall remain in full force and effect until all of theSenior Indebtedness has been Paid in Full. This is a continuing agreement of subordination and theSenior Creditors may continue to extend credit or other financial accommodations and loan monies toor for the benefit of the Credit Parties, on the faith hereof, under the Senior Loan Documents orotherwise, without notice to the Junior Creditors.     18. Amendment of the Senior Indebtedness; Release of the Collateral. The SeniorCreditors may at any time and from time to time:          (a) enter into such agreements with the Credit Parties as the Senior Creditors may deem proper(i) increasing or decreasing the principal amount of, extending time of payment of and/or renewingor otherwise amending or altering the terms (including, without limitation, the interest rates,fees and maturity date) of any or all of the Senior Indebtedness, (ii) amending, modifying orotherwise altering the terms of the Senior Loan Documents, and/or (iii) adding or replacing lendersunder the Senior Loan Documents; and          (b) exchange, sell, release, surrender or otherwise deal with any or all of the Collateral,all without in any way compromising or affecting this Agreement.     19. Reliance by the Senior Creditors; Waiver of Notices; No Representations by the SeniorCreditors; Management of Credit Facilities by the Senior Creditors. All of the SeniorIndebtedness shall be deemed to have been made or incurred in reliance upon this Agreement. TheJunior Creditors expressly waive all notice of acceptance by the Senior Creditors of the provisionsof this Agreement and all other notices not specifically required pursuant to the terms of thisAgreement. The Junior Creditors agree that the Senior Creditors have not made any representationor warranty with respect to the due execution, legality, validity, completeness or enforceabilityof any of the Senior Loan Documents or the collectibility of any of the Senior Indebtedness. TheSenior Creditors shall be entitled to manage and supervise their credit facilities with the CreditParties in accordance with applicable law and their usual business practices, modified from time totime as they deem appropriate under the circumstances, without regard to the existence of anyrights that the Junior Creditors may have now or hereafter in or to any of the property or assetsof the Credit Parties, and the Senior Creditors shall have no liability to the Junior Creditors forany loss, claim or damage suffered or allegedly suffered by the Junior Creditors in any proceedingby the Senior Creditors to foreclose or otherwise enforce any of the Senior Liens.
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     20. Financial Condition of the Credit Parties. The Junior Creditors hereby assumeresponsibility for keeping themselves informed of the financial condition of the Credit Parties andany and all guarantors of the Junior Indebtedness and of all other circumstances bearing upon therisk of nonpayment of the Junior Indebtedness that diligent inquiry would reveal and the JuniorCreditors hereby agree that the Senior Creditors shall have no duty to advise the Junior Creditorsof any information regarding such condition or any such circumstances.     21. Agent for Perfection. The Senior Agent, for and on behalf of itself and eachSenior Lender, agrees to hold all Collateral in its possession, custody or control (or in thepossession, custody or control of agents or bailees for Senior Agent) as agent for the Junior Agentsolely for the purpose of perfecting the security interest granted to the Junior Agent in suchCollateral under the Junior Loan Documents that is not otherwise capable of being perfected by theJunior Agent by virtue of the filing of a UCC financing statement in the applicable jurisdiction,subject to the terms and conditions of this Agreement. The Senior Agent shall not have anyobligation whatsoever to the Junior Agent or any Junior Lender to assure that the Collateral isgenuine or owned by any Credit Party or any other person or to preserve rights or benefits of anyperson. The duties or responsibilities of the Senior Agent under this Section 21 are and shall belimited, at all times, solely to holding or maintaining control of the Collateral as agent for theJunior Agent for purposes of perfecting the Junior Liens in such Collateral. The Senior Agent isnot and shall not be deemed to be a fiduciary of any kind for the Junior Agent or any other person.     22. Notices. Any notice, request, demand, consent or other communication hereundershall be in writing and delivered in person or sent by telecopy or registered or certified mail,return receipt requested and postage prepaid, to the applicable party at its address or telecopynumber set forth on the signature pages hereof, or at such other address or telecopy number as anyparty hereto may designate as its address for communications hereunder by notice so given. Suchnotices shall be deemed effective on the day on which delivered or sent if delivered in person orsent by telecopy, or on the third (3rd) business day after the day on which mailed, if sent byregistered or certified mail.     23. UCC Notices. If the Senior Creditors shall be required by the Uniform CommercialCode of any applicable state or any other applicable law to give notice to the Junior Creditors ofany action taken or to be taken by the Senior Creditors against or with respect to any or all ofthe Collateral, such notice shall be given in accordance with Section 22 above, and ten (10) days’notice shall be conclusively deemed to be commercially reasonable.     24. Further Assurances.          (a) The Junior Creditors hereby covenant and agree to take any and all additional actions andexecute, deliver, file and/or record any and all additional agreements, documents and instrumentsas may be necessary or as the Senior Creditors may from time to time reasonably request to effectthe subordination and other provisions of this Agreement.          (b) In the event that the Junior Creditors shall obtain or negotiate to obtain any additionaldocuments, instruments, writings or agreements guarantying, confirming or perfecting any of theJunior Liens other than the filing of UCC financing statements against the Credit Parties withrespect to the Junior Indebtedness, the Junior Creditors shall (i) promptly notify the SeniorCreditors that such document, instrument, writing or agreement has been
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obtained or that it is negotiating to obtain such document, instrument, writing or agreementand (ii) cause each such document, instrument, writing or agreement to reflect the relativepriorities of the Junior Creditors and the Senior Creditors with respect to the Collateral affectedby such document, instrument, writing or agreement and the relative rights of the Junior Creditorsand the Senior Creditors with respect to the taking of any action, granting of any waivers and/orother similar matters affecting any of the Collateral.     25. Amendments and Waivers. Any provision of this Agreement may be amended or waivedif, but only if, such amendment or waiver is in a writing signed by the Junior Creditors and theSenior Creditors.     26. Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such a manner as to be effective and valid under applicable law, but if anyprovision of this Agreement shall be prohibited by or invalid under applicable law, such provisionshall be ineffective only to the extent of such prohibition or invalidity, without invalidating theremainder of such provisions or the remaining provisions of this Agreement.     27. Successors and Assigns. This Agreement shall be immediately binding upon theJunior Creditors and the Senior Creditors and their respective successors and assigns and shallinure to the benefit of the successors and assigns of the Junior Creditors and the SeniorCreditors.     28. Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL; Attorney’s Fees andExpenses.          (a) This Agreement shall be governed by and construed in accordance with the substantive lawsof the State of New York.          (b) Each party consents to the personal jurisdiction of the state and federal courts locatedin the State of New York in connection with any controversy related to this Agreement, waives anyargument that venue in any such forum is not convenient, and agrees that any litigation initiatedby either of them in connection with this Agreement may be venued in either the state or federalcourts located in New York County, New York.          (c) **THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON ORPERTAINING TO THIS AGREEMENT.**          (d) In the event of any dispute concerning the meaning or interpretation of this Agreement orthe enforcement hereof, the prevailing party shall be entitled to recover from the non-prevailingparty, in addition to its other damages, its reasonable attorneys’ fees and expenses and any otheractual costs incurred.     29. Equitable Remedies. Each party to this Agreement acknowledges that the breach byit of any of the provisions of this Agreement is likely to cause irreparable damage to the otherparty. Therefore, the relief to which any party shall be entitled in the event of any such breachor threatened breach shall include, but not be limited to, a mandatory injunction for specificperformance, injunctive or other judicial relief to prevent a violation of any of the provisions ofthis Agreement, damages and any other relief to which it may be entitled at law or in equity.
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     30. Counterparts. This Agreement may be executed in counterparts, each of which whenso executed and delivered (whether by telecopier or otherwise) shall be an original, but all ofwhich together shall constitute one and the same instrument. In proving this Agreement, it shallnot be necessary to produce or account for more than one such counterpart signed by the partyagainst which enforcement is sought.     31. Existing Rights. Notwithstanding anything herein to the contrary, this Agreementshall not limit (i) any rights the Junior Agent or any Junior Creditor may have under or withrespect to the Securitization Documents or any obligations thereunder or (ii) the ability to takeany action, commence any proceeding, exercise any right or make any claim or demand with respectthereto.     32. Binding Agreement. The parties hereto agree that the Junior Agent, on behalf ofthe Junior Creditors has negotiated this Agreement with the Senior Agent, on behalf of the SeniorCreditors and that both the Junior Agent and Senior Agent represent to each other that they havethe power and authority to bind the Junior Creditors and Senior Creditors, respectively, to theterms hereof by virtue of each of the Junior Agent and Senior Agent’s execution and delivery ofthis Agreement.[Signature pages follow]
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     IN WITNESS WHEREOF, this Agreement has been executed as of the date written above.       **JUNIOR AGENT:**                    By:      Name:      Title:                    Address for Notices:                                                  
 

 
       **SENIOR AGENT:**                   By:      Name:      Title:                    By:      Name:      Title:             Address for Notices:  
 

 
   **AGREED AND ACKNOWLEDGED:**  **BORROWERS:** **ASTA FUNDING ACQUISITION I, LLC**  **ASTA FUNDING ACQUISITION II, LLC**  **PALISADES COLLECTION, L.L.C.**  **CLIFFS PORTFOLIO ACQUISITION I, LLC**  **PALISADES ACQUISITION I, LLC**  **PALISADES ACQUISITION II, LLC**  **PALISADES ACQUISITION IV, LLC**  **PALISADES ACQUISITION V, LLC**  **PALISADES ACQUISITION VI, LLC**  **PALISADES ACQUISITION VII, LLC**  **PALISADES ACQUISITION VIII, LLC**  **PALISADES ACQUISITION IX, LLC**  **PALISADES ACQUISITION X, LLC**  **SYLVAN ACQUISITION I, LLC**  **OPTION CARD, LLC**     By: /s/  Gary Stern                     Name: Gary Stern  Title: Manager   **GUARANTORS:** **ASTA FUNDING, INC.**     By: /s/  Gary Stern                     Name: Gary Stern  Title: President and Chief Executive Officer     **COMPUTER FINANCE, LLC**  **ASTAFUNDING.COM, LLC**  **ASTA COMMERCIAL, LLC**  **VATIV RECOVERY SOLUTIONS, LLC**  **ASTA FUNDING ACQUISITION IV, LLC**  **PALISADES ACQUISITION XI, LLC**  **PALISADES ACQUISITION XII, LLC**  **PALISADES ACQUISITION XIII, LLC**  **PALISADES ACQUISITION XIV, LLC**  **PALISADES ACQUISITION XV, LLC**  **PALISADES ACQUISITION XVII, LLC**  **PALISADES ACQUISITION XVIII, LLC**  **CITIZENS LENDING GROUP LLC**  **VENTURA SERVICES, LLC**     By: /s/  Gary Stern                     Name: Gary Stern  Title: Manager