AND WARRANTS THAT THE EXECUTION, DELIVERY
AND PERFORMANCE BY IT OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY THE JUNIOR
OBLIGEE AND THAT THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF THE JUNIOR OBLIGEE, ENFORCEABLE AGAINST THE JUNIOR OBLIGEE IN
ACCORDANCE WITH ITS TERMS.
(C)
THE JUNIOR OBLIGEE AGREES THAT ANY ASSIGNMENT OR TRANSFER OF AN INTEREST
IN ANY OF THE JUNIOR OBLIGATIONS SHALL BE MADE EXPRESSLY SUBJECT TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
EACH PERSON THAT BECOMES A JUNIOR OBLIGEE
AFTER THE DATE OF THIS AGREEMENT SHALL EXECUTE AND DELIVER TO THE SENIOR AGENT
AN ACKNOWLEDGEMENT AND CONSENT TO THE TERMS OF THIS AGREEMENT.
14.
MODIFICATION OF DOCUMENTS; ADDITIONAL COVENANTS.
(A)
THE JUNIOR OBLIGEE AGREES THAT THE SENIOR AGENT AND THE NOTEHOLDERS SHALL
HAVE ABSOLUTE POWER AND DISCRETION, WITHOUT NOTICE TO THE JUNIOR OBLIGEE, TO
DEAL IN ANY MANNER WITH THE SENIOR OBLIGATIONS, INCLUDING, BUT NOT BY WAY OF
LIMITATION, THE POWER AND DISCRETION TO DO ANY OF THE FOLLOWING:
(I) ANY DEMAND
FOR PAYMENT OF ANY SENIOR OBLIGATIONS MAY BE RESCINDED IN WHOLE OR IN PART, AND
ANY SENIOR OBLIGATIONS MAY BE CONTINUED, AND THE SENIOR OBLIGATIONS OR THE
LIABILITY OF THE GRANTORS UPON OR FOR ANY PART THEREOF, OR ANY COLLATERAL OR
GUARANTY THEREFOR, OR RIGHT OF OFFSET WITH RESPECT THERETO, MAY, FROM TIME TO
TIME, IN WHOLE OR IN PART, BE RENEWED, EXTENDED, MODIFIED, ACCELERATED,
COMPROMISED, WAIVED, SURRENDERED, OR RELEASED; AND (II) THE SENIOR DOCUMENTS MAY
BE AMENDED, MODIFIED, SUPPLEMENTED, REFINANCED, RENEWED, REFUNDED, EXTENDED OR
TERMINATED, IN WHOLE OR IN PART, AS THE SENIOR AGENT AND THE NOTEHOLDERS MAY
DEEM ADVISABLE FROM TIME TO TIME; AND (III) ANY COLLATERAL MAY BE SOLD,
EXCHANGED, WAIVED, SURRENDERED, OR RELEASED.
THE JUNIOR OBLIGEE WILL REMAIN
BOUND UNDER THIS AGREEMENT, AND THE SUBORDINATION PROVIDED FOR HEREIN SHALL NOT
BE IMPAIRED, ABRIDGED, RELEASED, OR OTHERWISE AFFECTED NOTWITHSTANDING ANY SUCH
RENEWAL, EXTENSION, MODIFICATION, ACCELERATION, COMPROMISE, AMENDMENT,
SUPPLEMENT, TERMINATION, SALE, EXCHANGE, WAIVER, SURRENDER, OR RELEASE.
THE
SENIOR OBLIGATIONS SHALL CONCLUSIVELY BE DEEMED TO HAVE BEEN CREATED,
CONTRACTED, OR INCURRED IN RELIANCE UPON THIS AGREEMENT, AND ALL DEALINGS
BETWEEN THE SENIOR AGENT AND NOTEHOLDERS ON THE ONE HAND, AND THE GRANTORS, ON
THE OTHER HAND, SHALL BE DEEMED TO HAVE BEEN CONSUMMATED IN RELIANCE UPON THIS
AGREEMENT.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE SENIOR AGENT, THE JUNIOR OBLIGEE
AGREES NOT TO AMEND, MODIFY OR SUPPLEMENT IN WHOLE OR IN PART, ANY TERMS OR
PROVISIONS OF ANY JUNIOR DOCUMENT.
(C)
SO LONG AS ANY OF THE SENIOR OBLIGATIONS SHALL REMAIN OUTSTANDING THE
JUNIOR OBLIGEE WILL NOT WITHOUT THE PRIOR WRITTEN CONSENT OF THE SENIOR AGENT:
(I)
CANCEL OR OTHERWISE DISCHARGE ANY JUNIOR OBLIGATIONS
(EXCEPT UPON PAYMENT IN FULL THEREOF TO THE JUNIOR OBLIGEE OR THE NOTEHOLDERS AS
CONTEMPLATED HEREBY), EXCEPT AS OTHERWISE EXPRESSLY PERMITTED IN THIS AGREEMENT,
OR SUBORDINATE ANY JUNIOR OBLIGATIONS TO ANY INDEBTEDNESS OF THE GRANTORS OTHER
THAN THE SENIOR OBLIGATIONS;
(II)
SELL, ASSIGN, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF
ANY JUNIOR OBLIGATIONS UNLESS SUCH SALE,