THE
OBLIGATION) TO FILE AN
11
APPROPRIATE CLAIM OR PROOF OF DEBT IN SUCH PROCEEDING FOR AND ON BEHALF OF SUCH
SUBORDINATED DEBTHOLDER, PROVIDED THAT (A) THE AGENT SHALL HAVE NO OBLIGATION TO
FILE ANY SUCH CLAIM, (B) THE AGENT SHALL PROMPTLY NOTIFY SUCH SUBORDINATED
DEBTHOLDER THAT IT HAS FILED SUCH CLAIM OR PROOF AND SHALL PROVIDE A COPY
THEREOF TO SUCH SUBORDINATED DEBTHOLDER AND (C) SUCH SUBORDINATED DEBTHOLDER
SHALL RETAIN THE RIGHT TO CORRECT ANY MATERIAL ERROR CONTAINED IN SUCH PROOF OF
CLAIM BY AMENDMENT OR OTHERWISE.
(C)
PERMITTED DISTRIBUTIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, THE SUBORDINATED DEBTHOLDERS SHALL BE ENTITLED TO RECEIVE AND RETAIN
(I) PAYMENTS OF INTEREST IN KIND OR FEES IN KIND AS PERMITTED BY THE SECURITIES
PURCHASE AGREEMENT, AND (II) PERMITTED JUNIOR SECURITIES, INCLUDING, WITHOUT
LIMITATION, THOSE ISSUED IN EXCHANGE FOR THE NOTES OR ANY PART THEREOF, OR IN
RESPECT OF ANY OBLIGATIONS RELATING TO OR ARISING IN CONNECTION WITH THE NOTES
OR ANY PART THEREOF.
(D)
NO CHALLENGE; CONTINUING EFFECT.
EACH SUBORDINATED DEBTHOLDER
AGREES NOT TO INITIATE, PROSECUTE OR PARTICIPATE IN ANY CLAIM, ACTION OR OTHER
PROCEEDING CHALLENGING THE ENFORCEABILITY, VALIDITY, PERFECTION OR PRIORITY OF
THE SENIOR DEBT (EXCEPT TO THE EXTENT SUCH SENIOR DEBT VIOLATES THE TERMS OF
THIS AGREEMENT) OR ANY LIENS AND SECURITY INTERESTS SECURING THE SENIOR DEBT.
THE SENIOR DEBT SHALL CONTINUE TO BE TREATED AS SENIOR DEBT AND THE PROVISIONS
OF THIS AGREEMENT SHALL CONTINUE TO GOVERN THE RELATIVE RIGHTS AND PRIORITIES OF
THE SENIOR LENDERS AND EACH SUBORDINATED DEBTHOLDER EVEN IF ALL OR PART OF THE
SENIOR DEBT OR THE SECURITY INTERESTS SECURING THE SENIOR DEBT ARE SUBORDINATED,
SET ASIDE, AVOIDED, INVALIDATED OR DISALLOWED (OTHER THAN WITH RESPECT TO ANY
SUCH SENIOR DEBT OR PART THEREOF THAT IS SUBORDINATED, SET ASIDE, AVOIDED,
INVALIDATED OR DISALLOWED BY A COURT OF COMPETENT JURISDICTION DUE TO THE
WILLFUL MISCONDUCT OF, OR CONDUCT PERPETRATED IN BAD FAITH BY, THE SENIOR LENDER
OR SENIOR LENDERS WHO IS OR ARE THE HOLDER OR HOLDERS OF SUCH SENIOR DEBT OR
PART THEREOF).
(E)
AGREEMENT TO RELEASE LIENS AND SECURITY INTERESTS.
THE
SUBORDINATED DEBTHOLDERS SHALL NOT TAKE OR OBTAIN ANY LIENS OR SECURITY
INTERESTS IN THE COLLATERAL (AS DEFINED IN THE SENIOR LOAN DOCUMENTS) AS
SECURITY FOR ALL OR PART OF THE SUBORDINATED DEBT OTHER THAN JUDGMENT LIENS
OBTAINED IN CONNECTION WITH AN ENFORCEMENT ACTION PERMITTED HEREBY AND, IN THE
EVENT THAT ANY SUBORDINATED DEBTHOLDER OBTAINS ANY LIENS OR SECURITY INTERESTS
IN ANY COLLATERAL NOT OTHERWISE PERMITTED HEREBY, (I) SUCH SUBORDINATED
DEBTHOLDER SHALL (OR SHALL CAUSE ITS AGENT TO) PROMPTLY EXECUTE AND DELIVER TO
THE AGENT SUCH DOCUMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE SUCH OTHER
ACTIONS AS THE AGENT SHALL REASONABLY REQUEST TO RELEASE SUCH LIENS AND SECURITY
INTERESTS IN SUCH COLLATERAL AND (II) AGENT SHALL BE DEEMED FULLY AUTHORIZED BY
SUCH SUBORDINATED DEBTHOLDER TO FILE ANY AND ALL UCC TERMINATION STATEMENTS
NECESSARY OR APPROPRIATE, IN AGENT'S SOLE DETERMINATION, TO TERMINATE SUCH LIENS
AND SECURITY INTERESTS.
(F)
WAIVER OF CONSOLIDATION.
EACH SUBORDINATED DEBTHOLDER
ACKNOWLEDGES