THEN, TO THE EXTENT OF SUCH PAYMENT OR PROCEEDS RECEIVED, THE SENIOR DEBT, OR
PART THEREOF, INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE IN FULL
FORCE AND EFFECT AS IF SUCH PAYMENTS OR PROCEEDS HAD NOT BEEN RECEIVED BY THE
SENIOR CREDITORS.
JUNIOR CREDITOR FURTHER AGREES NOT TO RESIST ANY MOTION OR
OTHER PROCEEDING COMMENCED OR JOINED IN BY SENIOR CREDITORS THE OBJECT OF WHICH
IS TO OBTAIN RELIEF FROM THE AUTOMATIC STAY IMPOSED BY THE BANKRUPTCY CODE OR TO
DISMISS ANY PROCEEDINGS UNDER THE BANKRUPTCY CODE WHEREIN ANY BORROWER IS A
DEBTOR.
SECTION 12.
INSTRUMENT LEGEND; NO AMENDMENTS TO SUBORDINATED
INSTRUMENTS.
ANY AGREEMENT OR INSTRUMENT EVIDENCING THE SUBORDINATED DEBT, OR
ANY PORTION THEREOF, WHICH HAS BEEN OR IS HEREAFTER EXECUTED BY ANY BORROWER
WILL, ON THE DATE HEREOF OR THE DATE OF EXECUTION, BE INSCRIBED WITH A LEGEND
CONSPICUOUSLY INDICATING THAT PAYMENT THEREOF IS SUBORDINATED TO THE CLAIMS OF
THE SENIOR CREDITORS PURSUANT TO THE TERMS OF THIS AGREEMENT.
THE JUNIOR
CREDITOR WILL NOT AGREE TO ANY AMENDMENT, RESTATEMENT OR OTHER MODIFICATION OF
ANY JUNIOR CREDITOR DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE SUBORDINATED
NOTE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE SENIOR CREDITORS.
SECTION 13.
WAIVERS.
THE SENIOR DEBT SHALL BE DEEMED TO HAVE BEEN
MADE OR INCURRED IN RELIANCE UPON THIS AGREEMENT.
THE JUNIOR CREDITOR EXPRESSLY
WAIVES ALL NOTICE OF THE ACCEPTANCE BY THE SENIOR CREDITORS OF THE SUBORDINATION
AND OTHER PROVISIONS OF THIS AGREEMENT AND ALL OTHER NOTICES NOT SPECIFICALLY
REQUIRED PURSUANT TO THE TERMS OF THIS AGREEMENT WHATSOEVER, AND THE JUNIOR
CREDITOR EXPRESSLY WAIVES RELIANCE BY THE SENIOR CREDITORS UPON THE
SUBORDINATION AND OTHER AGREEMENTS AS HEREIN PROVIDED.
THE JUNIOR CREDITOR
AGREES THAT NO SENIOR CREDITOR HAS MADE WARRANTIES OR REPRESENTATIONS WITH
RESPECT TO THE DUE EXECUTION, LEGALITY, VALIDITY, COMPLETENESS OR ENFORCEABILITY
OF THE SENIOR CREDITORS DOCUMENTS, OR THE COLLECTABILITY OF THE SENIOR DEBT, AND
THAT THE SENIOR CREDITORS SHALL BE ENTITLED TO MANAGE AND SUPERVISE THEIR LOANS
AND OTHER FINANCIAL ACCOMMODATIONS TO THE BORROWERS WITHOUT REGARD TO THE
EXISTENCE OF ANY RIGHTS THAT THE JUNIOR CREDITOR MAY NOW OR HEREAFTER HAVE IN OR
TO ANY OF THE ASSETS OF THE BORROWERS.
THE JUNIOR CREDITOR AGREES THAT THE
SENIOR CREDITORS SHALL HAVE NO LIABILITY TO THE JUNIOR CREDITOR FOR, AND WAIVES
ANY CLAIM WHICH THE JUNIOR CREDITOR MAY NOW OR HEREAFTER HAVE AGAINST, THE
SENIOR CREDITORS ARISING OUT OF ANY AND ALL ACTIONS WHICH ANY SENIOR CREDITOR IN
GOOD FAITH TAKES OR OMITS TO TAKE (INCLUDING, WITHOUT LIMITATION, ACTIONS WITH
RESPECT TO ANY SECURITY FOR THE SENIOR DEBT, ACTIONS WITH RESPECT TO THE
OCCURRENCE OF AN EVENT OF DEFAULT, ACTIONS WITH RESPECT TO THE FORECLOSURE UPON,
SALE, RELEASE, OR DEPRECIATION OF, OR FAILURE TO REALIZE UPON, ANY SECURITY FOR
THE SENIOR DEBT AND ACTIONS WITH RESPECT TO THE COLLECTION OF ANY CLAIM FOR ALL
OR ANY PART OF THE SENIOR DEBT FROM ANY GUARANTOR OR OTHER PARTY) WITH RESPECT
TO THE SENIOR CREDIT DOCUMENTS OR ANY OTHER AGREEMENT RELATED TO ANY SENIOR DEBT
OR TO