ALL OTHER SENIOR LOAN DOCUMENTS HAVE BEEN TERMINATED.
THIS IS A CONTINUING AGREEMENT OF SUBORDINATION AND THE SENIOR CREDITOR MAY
CONTINUE, AT ANY TIME AND WITHOUT NOTICE TO THE JUNIOR CREDITOR, TO EXTEND
CREDIT OR OTHER FINANCIAL ACCOMMODATIONS AND LOAN MONIES TO OR FOR THE BENEFIT
OF THE COMPANY ON THE FAITH HEREOF, IN SUCH AMOUNTS AND ON SUCH TERMS AND
CONDITIONS AS THE SENIOR CREDITOR AND THE COMPANY MAY AGREE; PROVIDED, HOWEVER,
THAT EXCEPT AS AND TO THE EXTENT OTHERWISE PROVIDED IN SECTION 2(C) ABOVE, THE
PRINCIPAL AMOUNT (EXCLUSIVE OF INTEREST, FEES, COSTS AND EXPENSES) OF SENIOR
DEBT SHALL NOT EXCEED $10,000,000 WITHOUT THE PRIOR WRITTEN CONSENT OF THE
JUNIOR CREDITOR.
(C)
THE PROVISIONS OF THIS AGREEMENT ARE INTENDED SOLELY FOR THE
PURPOSE OF DEFINING THE RELATIVE RIGHTS OF THE HOLDERS OF THE SENIOR DEBT (ON
THE ONE HAND) AND THE HOLDERS OF THE JUNIOR DEBT (ON THE OTHER HAND), AND NONE
OF SUCH PROVISIONS SHALL IMPAIR, AS BETWEEN THE JUNIOR CREDITOR AND THE COMPANY,
THE OBLIGATIONS OF THE COMPANY TO MAKE PAYMENTS UNDER THE JUNIOR LOAN DOCUMENTS
IN ACCORDANCE WITH THE TERMS THEREOF (SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT).
9.
ADDITIONAL AGREEMENTS BETWEEN THE COMPANY AND THE SENIOR
CREDITOR.
THE SENIOR CREDITOR MAY, AT ANY TIME AND FROM TIME TO TIME, WITHOUT
IN ANY WAY IMPAIRING OR AFFECTING THE TERMS OF OR THE JUNIOR CREDITOR'S
OBLIGATIONS UNDER THIS AGREEMENT, (A) ENTER INTO SUCH AGREEMENT OR AGREEMENTS
WITH THE COMPANY AS THE SENIOR CREDITOR MAY DEEM PROPER, EXTENDING THE TIME OF
PAYMENT OF OR EXTENDING, INCREASING (SUBJECT TO THE PROVISO IN SECTION 8(B)
ABOVE), RENEWING OR OTHERWISE ALTERING THE TERMS OF THE SENIOR LOAN AGREEMENT,
ANY OTHER SENIOR LOAN DOCUMENT, OR ALL OR ANY OF THE SENIOR DEBT, OR AFFECTING
THE SENIOR LIENS OR ANY GUARANTY UNDERLYING ANY OR ALL OF THE SENIOR DEBT, AND
(B) EXCHANGE, SELL, RELEASE, SURRENDER OR OTHERWISE DEAL WITH ANY SUCH SECURITY
OR GUARANTIES.
10.
JUNIOR CREDITOR'S WAIVERS.
THE JUNIOR CREDITOR EXPRESSLY WAIVES
ALL NOTICE OF THE ACCEPTANCE BY THE SENIOR CREDITOR OF THE SUBORDINATION AND
OTHER PROVISIONS OF THIS AGREEMENT AND ALL OTHER NOTICES NOT SPECIFICALLY
REQUIRED PURSUANT TO THE TERMS OF THIS AGREEMENT; AND THE JUNIOR CREDITOR
EXPRESSLY WAIVES RELIANCE BY THE SENIOR CREDITOR UPON THE SUBORDINATION AND
OTHER AGREEMENTS AS HEREIN PROVIDED. THE JUNIOR CREDITOR ACKNOWLEDGES AND AGREES
THAT (A) THE
8
SENIOR CREDITOR HAS MADE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
DUE EXECUTION, LEGALITY, VALIDITY, COMPLETENESS OR ENFORCEABILITY OF THE SENIOR
LOAN AGREEMENT OR ANY OTHER SENIOR LOAN DOCUMENT, OR THE COLLECTIBILITY OF THE
SENIOR DEBT, (B) THE SENIOR CREDITOR SHALL BE ENTITLED TO MANAGE AND SUPERVISE
ITS FINANCIAL ARRANGEMENTS WITH THE COMPANY IN ACCORDANCE WITH ITS USUAL
PRACTICES, MODIFIED FROM TIME TO TIME AS IT DEEMS APPROPRIATE UNDER THE
CIRCUMSTANCES, WITHOUT AFFECTING THE VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT AND WITHOUT REGARD TO THE EXISTENCE OF ANY RIGHTS THAT THE JUNIOR
CREDITOR MAY AT ANY TIME HAVE IN OR TO ANY OF THE