DEBT SUBORDINATION AND INTERCREDITOR AGREEMENT

This Debt Subordination and Intercreditor Agreement (as the same may from time to time be amended, modified or restated, the “ Agreement ”) is dated as of November __, 2008, and is entered into by and among (a) CAPITAL GROWTH SYSTEMS, INC., a Florida corporation (“ Parent ”), (b) GLOBAL CAPACITY GROUP, INC., a Texas corporation (“ GCG ”), (c) CENTREPATH, INC., a Delaware corporation (“ Centrepath ”), (d) 20/20 TECHNOLOGIES, INC., a Delaware corporation (“ 20/20 Inc. ”), (e) 20/20 TECHNOLOGIES I, LLC, a Delaware limited liability company (“ 20/20 LLC ”), (f) NEXVU TECHNOLOGIES, LLC, a Delaware limited liability company (“ Nexvu ”), (g) FNS 2007, INC., a Delaware corporation (“ FNS ”), (h) VANCO DIRECT USA, LLC, a Delaware limited liability company (“ Vanco ”), (i) MAGENTA NETLOGIC LIMITED, a company incorporated in England and Wales (“ Magenta ”), (j) CAPITAL GROWTH ACQUISITION, INC., a Delaware corporation (“ Acquisition ”; Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, FNS, Vanco, Magenta and Acquisition are referred to herein individually as a “ Debtor ” and collectively as the “ Debtors ”), (k) ENABLE GROWTH PARTNERS, L.P., a Delaware limited partnership, in its capacity as agent for the Debenture Purchasers under and as defined in the Subordinated Debenture Agreements described below (in such capacity, the “ Junior Agent ”), (l) the Purchasers under and as defined in   the Subordinated Debenture Agreements (Junior Agent and such Purchasers are sometimes referred to herein as a “ Junior Creditor ” and collectively as the “ Junior Creditors ”), (m) each Lender under and as defined in the Senior Loan Agreement described below (each a “ Senior Lender ”), and (n) ACF CGS, L.L.C., a Delaware limited liability company, as administrative agent for each of the Senior Lenders under the Senior Loan Agreement (together with each such Senior Lender, collectively, the “ Senior Creditor ”).

WHEREAS, Certain Junior Creditors have provided financing to Parent pursuant to that certain Securities Purchase Agreement dated as of March 11, 2008 (as amended, restated or otherwise modified from time to time, the “ Original Subordinated Debenture Agreement ”), as further evidenced by those certain Variable Rate Senior Secured Convertible Debentures due March 11, 2013, made by Parent payable to such Junior Creditors in the aggregate original principal amount of $19,000,000 (collectively, the “ Original Debentures ”).

WHEREAS, pursuant to the terms of that certain Consent, Waiver, Amendment and Exchange Agreement dated as of even date herewith, by and among the Parent and the Junior Creditors holding Original Debentures identified therein, the Parent and the holders of the Original Debentures have agreed to exchange the Original Debentures for new Amended and Restated Original Issue Discount Secured Convertible Debentures due March 11, 2015, made by Parent to such Junior Creditors in the aggregate original principal amount of $30,847,551 (the “ Amended and Restated Debentures ”).

WHEREAS, on the date hereof, Junior Creditors will provide additional financing to Parent in the aggregate principal amount of $14,891,250 pursuant to that certain Securities Purchase Agreement   dated on or about the date hereof among Junior Creditors and Parent (the “ New Subordinated Debenture Agreement ”, and, together with the Original Subordinated Debenture Agreement, the “ Subordinated Debenture Agreements ”), as further evidenced by those certain Original Issue Discount Secured Convertible Debentures due November __, 2015, made by Parent payable to Junior Creditors in the aggregate principal amount of $14,891,250 (each debenture issued under any Subordinated Debenture Agreement, as such debenture may be amended, restated or otherwise modified from time to time, is hereafter referred to as a “ Subordinated Debenture ”).

WHEREAS, each Debtor other than Parent has guaranteed the obligations of Parent with respect to the Subordinated Debentures pursuant to (i) that certain Subsidiary Guarantee dated as of March 11, 2008, by such Debtors in favor of the holders of the Original Debentures, and (ii) that certain Subsidiary Guaranty dated on or about the date hereof, by such Debtors in favor of the Junior Creditors (collectively, the “ Subordinated Debenture Guarantees ”), and the obligations of Debtors to Junior Creditors are secured by substantially all assets of Debtors pursuant to (i) that certain Security Agreement dated as of March 11, 2008, by Debtors in favor of the holders of the Original Debentures, and (ii) that certain Security Agreement dated on or about the date hereof, by Debtors in favor of the Junior Creditors (collectively, the “ Subordinated Debenture Security Agreements ”). All current and future documents relating to the Junior Debt (as hereinafter defined), including without limitation the Subordinated Debentures, the Subordinated Debenture Agreements, the Subordinated Debenture Guarantees, the Subordinated Debenture Security Agreements and any other guaranty, security agreement, pledge agreement, control agreement, mortgage, deed of trust or other instrument, document or agreement executed and/or delivered in connection with any of the foregoing (including any share of stock or other security into which any Subordinated Debenture has been or may be converted), as the same may be amended, modified or restated, are referred to herein as the “ Subordinated Debenture Documents ”.

WHEREAS, Senior Creditor and Debtors are parties to that certain Loan and Security Agreement dated on or about the date hereof (as amended, restated, or otherwise modified from time to time, and including any Refinancing thereof, the “ Senior Loan Agreement ”), pursuant to which Senior Creditor has made a loan to the Debtors in the principal amount of $8,500,000. All current and future documents relating to the Senior Debt, as hereafter defined, including without limitation the Senior Loan Agreement and any guaranty, security agreement, pledge agreement, control agreement, mortgage, or deed of trust, and any documents evidencing or relating to any Additional Senior Loans, as the same may be amended, modified or restated, are herein and now referred to collectively and individually as the “ Senior Loan Documents ”.

WHEREAS, the Senior Debt is secured by the Collateral, as hereafter defined.

WHEREAS, in order to induce Senior Creditor to enter into the Senior Loan Agreement and to provide financing to Debtors thereunder, Junior Creditors and Debtors have agreed to enter into this Agreement in order to subordinate the Junior Debt to the Senior Debt and to subordinate the security interest and other rights of Junior Creditors in the Collateral to the security interest and other rights of Senior Creditor with respect thereto.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Junior Creditors and Debtors hereby agree with Senior Creditor as follows:

1.   Certain Defined Terms . In addition to the terms defined above and elsewhere in this Agreement, the following terms used in this Agreement will have the following meanings, applicable both to the singular and the plural forms of the terms defined:

“ Bankruptcy Code ”: Title 11 of the United States Code (11 U.S.C. § 101 et   seq .).

“ Bankruptcy Event ”: (a) any insolvency or bankruptcy case or proceeding (including any case under the Bankruptcy Code), or any receivership, custodianship, liquidation, reorganization, administration, administrative receivership, arrangement or other similar case or proceeding, relative to any Debtor, or to the assets of any Debtor, (b) any liquidation, dissolution, reorganization or winding up of any Debtor, whether voluntary or involuntary and whether or not involving solvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Debtor, (d) any sale, transfer or other disposition of all or substantially all of the assets of any Debtor in connection with any of the foregoing, or (e) any application, notice, resolution or order made, passed or given for or in connection with any of the foregoing or any event analogous to any of the foregoing.

“ Blockage Notice ”: a written notice from Senior Creditor to Junior Agent that a Non-Payment Default or Payment Default has occurred and is continuing. Any Blockage Notice shall specify the nature of the applicable Payment Default(s) and Non-Payment Default(s).

“ Blockage Period ”: any period commencing on the date a Blockage Notice is given and ending (a) with respect to a Blockage Period in connection with a Payment Default, on the earliest to occur of (i) the date when such Payment Default has been cured or waived in writing by Senior Creditor, or (ii) 180 days from the date a Blockage Notice is given if prior to such date the Senior Creditor has not formally accelerated the Senior Debt and undertaken good faith proceedings to effect such acceleration; (b) with respect to a Class 1 Non-Payment Default, on the earliest to occur of (i) the date when such Class-1 Non-Payment Default has been cured or waived in writing by Senior Creditor, or (ii) 180 days from the date a Blockage Notice is given if prior to such date the Senior Creditor has not formally accelerated the Senior Debt and undertaken good faith proceedings to effect such acceleration; and (c) with respect to a Class 2 Non-Payment Default, on the earliest to occur of (i) the date when such Class-2 Non-Payment Default has been cured or waived in writing by Senior Creditor, or (ii) 60 days from the date a Blockage Notice is given if prior to such date the Senior Creditor has not formally accelerated the Senior Debt and undertaken good faith proceedings to effect such acceleration.

“ Class 1 Non-Payment Default ”: each of the Non-Payment Defaults under the Senior Loan Documents described on Schedule 1 attached hereto.

“ Class 2 Non-Payment Default ”: each of the Non-Payment Defaults under the Senior Loan Documents described on Schedule 2 attached hereto.  

“ Collateral ”: any and all of the assets now owned or hereafter acquired by any Debtor, together with all proceeds, products, accessions and additions thereto from time to time, including without limitation any insurance proceeds.

“ Debtor ”: has the meaning ascribed to such term in the introductory paragraph of this Agreement and shall include any successor assign or assign of any Debtor, including, without limitation, a receiver, trustee or debtor-in-possession.

“ Deed of Priority ”: means that certain Deed of Priority dated as of the date hereof, by and among Magenta and 20/20 LLC, as chargors, Senior Agent, the Junior Creditors, and Parent, Centrepath, GCG, 20/20 Inc., FNS, Nexvu, Acquisition and Vanco.

“ Default ”: any “Default”, as such term is defined in the Senior Loan Agreement, together with any other default, event of default or other breach of any Senior Loan Document (after giving effect to any applicable notice and cure periods) that entitles Senior Creditor to accelerate the Senior Debt or exercise any other right or remedy against any Debtor.

“ Enforcement Action ” shall mean (a) the commencement of legal proceedings by Senior Creditor against the Debtors for the collection of all or substantially all of the indebtedness owed pursuant to the Senior Loan Agreement, whether pursuant to institution of a lawsuit or the taking of actions to foreclose on substantially all of the collateral securing Senior Debt, including, without limitation, the institution of any enforcement or foreclosure proceedings, the noticing of any public or private sale or other disposition pursuant to the United States Bankruptcy Code, or any diligently pursued attempt to vacate or obtain relief from a stay or other injunction restricting any other action described in this definition, (b) the exercise of any right or remedy in connection with a Default as provided under the Senior Loan Documents (including delivery of any notice to seek to obtain payment directly from any account debtor of any Debtor or the taking of any action or the exercise of any right or remedy in respect of the setoff or recoupment against the Collateral or proceeds of Collateral), under applicable law, at equity, in a Bankruptcy Event or otherwise, (c) the sale, assignment, transfer, lease, or other disposition of all or substantially all of the Collateral, by private or public sale or any other means as permitted under the Senior Loan Documents, (d) the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purpose of marketing or disposing of all or substantially all of the Collateral, provided that any such engagement or retention shall require the applicable party to obtain letters of intent with regard to a transaction within a commercially reasonable period of time and in any event within sixty (60) days following the date of the engagement of such person, or (e) the commencement of, or the joinder with any creditor in commencing, any Bankruptcy Event against any Debtor or any assets of any Debtor, including the appointment of a receiver, interim receiver, trustee or similar official over any Debtor of any assets of any Debtor.

“ Junior Agent ”: has the meaning set forth in the introductory paragraph of this Agreement.

“ Junior Creditor ”: has the meaning set forth in the introductory paragraph of this Agreement.

“ Junior Debt ”: all indebtedness, fees, expenses, obligations and liabilities of each Debtor to any Junior Creditor, whether now existing or hereafter incurred or created, under or with respect to the Subordinated Debenture Documents, in each case, whether such amounts are due or not due, direct or indirect, absolute or contingent.

“ Lien ”: any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of such property, whether such interest is based on the common law, equity, statute or contract, and including a security interest, charge, claim or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

“ New Subordinated Debenture Agreement ”: has the meaning set forth in the recitals of this Agreement.

“ Non-Payment Default ”: any Default (other than a Payment Default), or any other event (other than a Payment Default) the occurrence of which (after giving effect to any applicable notice and cure periods) entitles the Senior Creditor to accelerate the maturity of any of the Senior Debt, and including all Class 1 Non-Payment Defaults and Class 2 Non-Payment Defaults.

“ Original Subordinated Debenture Agreement ”: has the meaning set forth in the recitals of this Agreement.

“ Payment Default ”: any default in the payment of any Senior Debt (whether upon maturity, mandatory prepayment, acceleration or otherwise) beyond any applicable grace period with respect thereto.

“ Person ”: any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Refinancing ”: any replacement or refinancing of the Senior Debt, provided that such replacement or refinancing indebtedness does not (i) increase the principal amount of the Senior Debt beyond the limits described in clause (a) of the definition of “Senior Debt”, (ii) extend the stated maturity date of some or all of the Senior Debt beyond the maturity date of the Senior Debt as of the date of this Agreement, or (iii) add any additional events of default or financial covenants such that such refinancing indebtedness is materially more restrictive to the Debtors than the Senior Debt as of the date of this Agreement.

“ Senior Creditor ”: means the Senior Creditor referred to in the introductory paragraph of this Agreement and any other holder of Senior Debt from time to time.

“ Senior Creditor Repayment ”: the circumstance in which (a) subject to Section 12(a), the Senior Debt has been paid in full in cash, and (b) the commitment of Senior Creditor to make loans under the Senior Loan Agreement has been terminated.

“ Senior Debt ”: all liabilities of any Debtor to Senior Creditor from time to time outstanding pursuant to or in connection with the Senior Loan Documents (including, without limitation, all principal, interest, fees, reimbursement obligations with respect to letters of credit, indemnities, costs and expenses) up to an aggregate amount not to exceed the sum of (a) up to $8,500,000 of loans at any time outstanding pursuant to the Senior Loan Agreement plus, subject to Senior Creditor’s compliance with Section 13(a) of this Agreement, up to an additional $2,000,000 of loans under the Senior Loan Agreement (“ Additional Senior Loans ”); plus (b) all interest arising under or with respect to the Senior Loan Documents, including, in the event of a Bankruptcy Event, any and all post-petition interest and costs from and after the date of filing of a petition by or against any Debtor or its bankruptcy estate, whether or not such amounts are allowed as a claim against any Debtor in any Bankruptcy Event; plus (c) all costs and expenses incurred by Senior Creditor in connection with its enforcement of any rights or remedies under the Senior Loan Documents, the collection of any of the Senior Debt, or the protection of, or realization upon, any Collateral, including, by way of example, court costs, appraisal and consulting fees, reasonable attorneys’ fees, auctioneers’ fees, rent, storage, insurance premiums and like items, and whether or not such amounts are allowed as a claim against any Debtor in connection with any Bankruptcy Event; plus (d) all fees, charges, and indemnities owing by any Debtor to Senior Creditor under or in connection with the Senior Loan Documents; plus (e) all principal, interest, fees, costs and expenses in connection with any debtor-in-possession financing provided by Senior Creditor to one or more Debtors in connection with a Bankruptcy Event.

“ Senior Loan Agreement ”: has the meaning set forth in the recitals of this Agreement.

“ Senior Loan Documents ”: has the meaning set forth in the recitals of this Agreement.

“ Subordinated Debenture ”: has the meaning set forth in the recitals of this Agreement.

“ Subordinated Debenture Agreement ”: has the meaning set forth in the recitals of this Agreement.

“ Subordinated Debenture Documents ”: has the meaning set forth in the recitals of this Agreement.

“ Subordinated Debenture Guarantees ”: has the meaning set forth in the recitals of this Agreement.

“ Subordinated Debenture Security Agreements ”: has the meaning set forth in the recitals of this Agreement.

2.   Subordination of Debt .

(a)   Debtors may pay, and Junior Creditors may retain, Permitted Payments (as defined below) with respect to the Junior Debt, provided that following the commencement of an Enforcement Action and for so long as an Enforcement Action remains ongoing, Junior Creditors shall be entitled to no Permitted Payments until the Senior Creditor Repayment shall have occurred, other than Permitted Payments described in Section 2(c)(i). Unless and until the Senior Creditor Repayment shall have occurred, no Junior Creditor will ask for, demand, sue for, take or receive from any Debtor, by setoff or in any other manner, the whole or any part of the Junior Debt which does not constitute a Permitted Payment, including, without limitation, the taking of any negotiable instruments evidencing such amounts (other than debentures now or hereafter issued in connection with Junior Debt which are subordinated pursuant to the terms and conditions hereof and which contain the subordination legend required hereby), or the taking of any security for any of the Junior Debt (other than security interests in the Collateral pursuant to the Subordinated Debenture Documents in effect on the date hereof unless permitted by Section 8 hereof), and while an Enforcement Action is outstanding, the holders of the Junior Debt will not accept any Permitted Payments (other than Permitted Payments described in Section 2(c)(i)) (or if received will pay them over to Senior Lender).

(b)   Subject to the terms of Section 2(a) above, unless and until the Senior Creditor Repayment shall have occurred, in the event that any Junior Creditor shall receive any cash payment or distribution with respect to the Junior Debt which does not constitute a Permitted Payment, then, in such event, such payment or distribution (other than a Permitted Payment described in Section 2(c)(i)) shall be deemed to have been paid to such Junior Creditor in trust for the benefit of Senior Creditor and shall be immediately paid over to Senior Creditor in the form received by such Junior Creditor (with proper endorsements or assignments, if necessary) to the extent necessary to pay the Senior Debt after giving effect to any concurrent payment to Senior Creditor from other sources.

(c)   As used herein, the term “ Permitted Payment ” shall mean any of the following:

(i)   non-cash payments of principal, interest or other amounts due to one or more Junior Creditors pursuant to and in accordance with the Subordinated Debenture Documents via the issuance of Parent’s capital stock;

(ii)   so long as no Blockage Period is in effect and no Enforcement Action has been commenced and is continuing, cash payments of liquidated damages made pursuant to the Subordinated Debenture Documents as in effect on the date hereof or as amended as permitted by this Agreement;

(iii)   so long as no Blockage Period is in effect and no Enforcement Action has been commenced and is continuing, cash payments on account of Quarterly Redemption Amounts (as defined in the Subordinated Debentures) due under the Subordinated Debenture Documents in an amount not to exceed 25% of the Debtors’ Excess Cash Flow (as defined in the Senior Loan Agreement), contemporaneously with the payment of Excess Cash Flow to the Senior Creditor pursuant to Section 2(c)(v) of the Senior Loan Agreement;

(iv)   so long as the outstanding principal balance of the Senior Debt is no more than $2,500,000 and so long as no Blockage Period is in effect and no Enforcement Action has been commenced and is continuing, cash payments on account of Quarterly Redemption Amounts due under the Subordinated Debentures, provided that no such payment shall be made unless (x) as of the end of the month immediately preceding payment of any proposed Quarterly Redemption Amount the Debtors are in compliance with each of the financial covenants set forth in the Senior Loan Agreement required to be complied with as of the end of such preceding month, and (y) no less than ten (10) days prior to the proposed date of payment of such Quarterly Redemption Amount, Debtors shall have delivered to Senior Creditor and Junior Creditor Agent written certification of such compliance, together, in the case of Senior Creditor, with calculations in reasonable detail evidencing compliance with such financial covenants (if requested in writing, and only if requested in writing, subject to Section 4.8 of the Original Subordinated Debenture Agreement, the Debtors shall deliver calculations in reasonable detail evidencing compliance with such financial covenants to the Junior Creditor Agent); and

(v)   so long as no Blockage Period is in effect an no Enforcement Action has been commenced and is continuing, reimbursement of out of pocket expenses (including, if applicable, legal fees and expenses) payable to Junior Creditors pursuant to the Subordinated Debenture Documents (as in effect as of the date of this Agreement) and Section 32 of this Agreement.

(d)   The rights of each Junior Creditor to receive any payments with respect to the Subordinated Debenture Documents (other than Permitted Payments described in Section 2(c)(i)) will be suspended upon delivery of a Blockage Notice to Junior Agent. Upon the termination of any Blockage Period, each Junior Creditor’s right to receive Permitted Payments as provided above shall be reinstated, and Debtors may resume making such payments to Junior Creditors (including any payments that were deferred as a result thereof). The aggregate number of days in any consecutive 365-day period during which Blockage Periods may be in effect solely as a result of Non-Payment Defaults shall be 180 days. No Blockage Period may be imposed by Senior Creditor as a result of any Non-Payment Default existing on the date that any previous Blockage Notice was given and of which an officer of Senior Creditor had actual knowledge on the date such Blockage Notice was given.

3.   Subordination of Liens . Unless and until the Senior Creditor Repayment shall have occurred, each Debtor, for itself and its successors and assigns, covenants and agrees, and each Junior Creditor, for itself and its successors and assigns, hereby covenants and agrees, that all Liens now or hereafter acquired by Senior Creditor in any or all of the Collateral shall at all times be prior and superior to any Lien now held or hereafter acquired by any Junior Creditor in the Collateral. Said priority shall be applicable irrespective of the time or order of attachment or perfection of any Lien or the time or order of filing of any financing statements or other documents, or any statutes, rules or law, or court decisions to the contrary. The Lien subordination provisions in this Agreement are for the benefit of and shall be enforceable directly by Senior Creditor, and Senior Creditor shall be deemed to have acquired the Senior Debt in reliance upon this Agreement.

4.   Disposition of Collateral .

(a)   Each Junior Creditor hereby agrees that, until the Senior Creditor Repayment, Senior Creditor may dispose of, and exercise any other rights with respect to, any or all of the Collateral, free of the Liens of such Junior Creditor, provided that such Junior Creditor retains any rights it may have as a junior secured creditor with respect to the Junior Debt with respect to the surplus, if any, arising from any such disposition or enforcement. Upon any disposition of any of the Collateral by Senior Creditor, each Junior Creditor (i) agrees, if requested, to execute and immediately deliver any and all releases or other documents or agreements which Senior Creditor deems reasonably necessary to accomplish a disposition thereof free of the Liens of such Junior Creditor, and (ii) authorizes Senior Creditor to record, or cause to have recorded, any UCC financing statements which Senior Creditor deems reasonably necessary to accomplish a disposition thereof free of the Liens of such Junior Creditor (it being understood that Senior Creditor shall not release any Liens of any Junior Creditor in any Collateral which is not the subject of such disposition). Each Junior Creditor agrees that any funds of any Debtor which it obtains through the exercise of any right of setoff or other similar right constitute Collateral, and each Junior Creditor shall immediately pay such funds to Senior Creditor to be applied to the outstanding Senior Debt. Senior Creditor agrees to act in a commercially reasonable fashion in connection with any disposition of any Collateral by Senior Creditor.

(b)   In the event of a sale or other disposition by any Debtor of some or all of the Collateral in connection with the liquidation or winding up of its business, each Junior Creditor agrees to release its Lien on such Collateral promptly (and in any event within three business days) upon the request of Senior Creditor, whether or not such Junior Creditor will receive any proceeds from such sale, but only if the net proceeds are used to pay the Senior Debt in cash and, if such net proceeds are sufficient to repay the Senior Debt in full, if the remaining proceeds are used to pay the Junior Debt in cash (unless otherwise required by applicable law). Should any Junior Creditor fail to provide a release of its Lien in any such Collateral sold or agree in writing to release its Lien contemporaneously with any such sale in accordance with the provisions of the preceding sentence (including the application of proceeds) within three (3) business days after its receipt of Senior Creditor’s written request, Senior Creditor may, acting as such Junior Creditor’s attorney-in-fact, do so itself in such Junior Creditor’s name. Such power of attorney is coupled with an interest and is irrevocable until the Senior Creditor Repayment shall have occurred.  

5.   Limitations on Rights and Remedies .

(a)   So long as a Blockage Period is in effect or if Senior Lender has commenced and is diligently pursuing an Enforcement Action, each Junior Creditor hereby agrees, severally and not jointly with the other Junior Creditors, that it shall not exercise any rights or remedies with respect to any Debtor or any Collateral, including, without limitation, the right to (a) enforce any Liens or repossess, sell or otherwise foreclose on any portion of the Collateral, or (b) request any action, institute litigation or other proceedings, give any instructions, make any election, notice account debtors or make collections with respect to any portion of the Collateral; provided , however , that if Debtors or Senior Creditor shall cure the applicable event of default under the Subordinated Debenture Documents prior to the taking of such remedial action by any Junior Creditor, no Junior Creditor will take or continue any remedial action with respect to such event of default after the date of such cure; and, until the Senior Creditor Repayment, any payments, distributions or proceeds resulting from the exercise of any such remedial action received by any Junior Creditor shall be subject to the terms of this Agreement and shall be paid or delivered to Senior Creditor as provided in this Agreement; provided , further , notwithstanding anything to the contrary contained herein, Junior Creditors shall not be prohibited (at any time, with or without notice, even during a Blockage Period or while an Enforcement Action is outstanding) from taking action against the Debtors to (x) collect Permitted Payments described in Section 2(c)(i) including, without limitation, seeking specific performance or taking action against the Borrowers to collect capital stock of the Parent at any time any Debtor is obligated to issue the same to the extent such obligation is a non-cash obligation that would constitute a Permitted Payment under Section 2(c)(i), or (y) seeking specific performance against the Debtors to enforce the provisions of the Subordinated Debenture Documents described on Schedule 3 attached hereto.

(b)   To the extent that any Default under the Senior Loan Documents gives rise to a “cross default” under the Subordinated Debenture Documents (a “ Junior Cross Default ”), the cure or waiver of such Default under the Senior Loan Documents shall be deemed to automatically cure or waive such Junior Cross Default under the Subordinated Debenture Documents. To the extent that any default or event of default under the Subordinated Debenture Documents gives rise to a “cross default” under the Senior Loan Documents (a “ Senior Cross Default ”), the cure or waiver of such default or event of default under the Subordinated Debenture Documents shall be deemed to automatically cure or waive such Senior Cross Default under the Senior Loan Documents.

6.   Intercreditor Arrangements in Bankruptcy .

(a)   Notwithstanding any Bankruptcy Event, this Agreement shall remain in full force and effect and enforceable pursuant to its terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to any Debtor shall be deemed to apply to such entity as debtor in possession and to any trustee in bankruptcy for the estate of such entity.

(b)   Except as otherwise specifically permitted in this Section 6, until the Senior Creditor Repayment, no Junior Creditor shall assert, without the written consent of Senior Creditor, which consent may be granted or withheld in Senior Creditor’s sole discretion, any claim, motion, objection, or argument in respect of any Collateral in connection with any Bankruptcy Event which could otherwise be asserted or raised in connection with such Bankruptcy Event by such Junior Creditor as a secured creditor of the applicable Debtor, including without limitation any claim, motion, objection or argument seeking adequate protection or relief from the automatic stay in respect of any Collateral.

(c)   Without limiting the generality of the foregoing, each Junior Creditor agrees that if a Bankruptcy Event occurs, (i) Senior Creditor may consent to the use of cash collateral on such terms and conditions and in such amounts as Senior Creditor, in its discretion, may decide without seeking or obtaining the consent of such Junior Creditor as holder of an interest in the Collateral; (ii) Senior Creditor may (A) provide financing to any Debtor or (B) consent to the granting of a priming Lien to secure postpetition financing, in each case pursuant to Section 364 of the Bankruptcy Code or other applicable law and on such terms and conditions and in such amounts as Senior Creditor, in its sole discretion, may decide without seeking or obtaining the consent of such Junior Creditor as holder of an interest in the Collateral; (iii) such Junior Creditor shall not oppose any Debtor’s use