EXTENT
ASSIGNED OR TRANSFERRED TO AN ASSIGNEE OR TRANSFEREE (WHICH MAY INCLUDE, WITHOUT
LIMITATION, ANY PROSPECTIVE PURCHASER OF ANY ASSETS OR BUSINESS OF THE COMPANY)
WHO EXPRESSLY AGREES IN WRITING, TO AND FOR THE BENEFIT OF THE SENIOR CREDITOR,
TO HOLD SUCH JUNIOR DEBT SUBJECT TO THE TERMS OF THIS AGREEMENT.
(B)
THE JUNIOR CREDITOR FURTHER WARRANTS AND REPRESENTS THAT, EXCEPT
FOR THE COLLATERAL DESCRIBED IN AND SUBJECT TO THE JUNIOR SECURITY DOCUMENTS, NO
COLLATERAL SECURITY OF ANY KIND HAS BEEN GRANTED OR EXISTS FOR THE PURPOSE OF
SECURING, IN ANY MANNER, THE PAYMENT OF ANY JUNIOR DEBT; AND THE COMPANY AGREES
NOT TO GRANT, AND THE JUNIOR CREDITOR AGREES NOT TO RECEIVE OR ACCEPT, ANY
COLLATERAL SECURITY FOR THE JUNIOR CREDITOR OTHER THAN AS SET FORTH IN THE
JUNIOR SECURITY DOCUMENTS.
ANY LIEN OR SECURITY INTEREST PURPORTED TO BE
GRANTED IN VIOLATION OF THIS SECTION 6(B) SHALL BE NULL AND VOID AB INITIO, AND
OF NO FORCE OR EFFECT.
7.
NO AMENDMENT; INSTRUMENT LEGEND.
(A)
NONE OF THE STATED TERMS OF THE JUNIOR LOAN DOCUMENTS, AS
PRESENTLY IN EFFECT, MAY BE ALTERED, AMENDED OR OTHERWISE MODIFIED, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE SENIOR CREDITOR, IN ANY MANNER SUCH AS WOULD (I)
CHANGE THE STATED INTEREST RATE, PAYMENT TERMS OR MATURITY THEREOF IN ANY MANNER
ADVERSE TO THE COMPANY, (II) REQUIRE ANY PAYMENTS TO BE MADE THEREUNDER OF ANY
AMOUNTS GREATER THAN, OR AT ANY DATES EARLIER THAN, THOSE PRESENTLY PROVIDED FOR
THEREIN, (III) INCREASE OR MODIFY THE COLLATERAL SECURITY THEREFOR OR
THEREUNDER, OR (IV) IN ANY MANNER INCREASE OR OTHERWISE ALTER THE COMPANY'S
OBLIGATIONS THEREUNDER IN ANY MANNER ADVERSE TO THE COMPANY.
(B)
THE JUNIOR NOTE WILL BE INSCRIBED WITH A LEGEND, AND EACH OTHER
JUNIOR LOAN DOCUMENT WILL INCLUDE PROVISIONS, CONSPICUOUSLY INDICATING THAT
PAYMENT THEREOF AND THEREUNDER AND ALL RIGHTS OF THE JUNIOR CREDITOR THEREUNDER
ARE SUBJECT AND SUBORDINATED TO THE CLAIMS OF THE HOLDERS OF SENIOR DEBT
PURSUANT TO THE TERMS OF THIS AGREEMENT, AND TRUE AND COMPLETE COPIES THEREOF
WILL BE DELIVERED TO THE SENIOR CREDITOR. ANY INSTRUMENT, AGREEMENT OR
CERTIFICATE EVIDENCING OR SECURING ANY OF THE JUNIOR DEBT, OR ANY PORTION
THEREOF, WHICH IS HEREAFTER EXECUTED BY THE COMPANY WILL, ON THE DATE THEREOF,
BE INSCRIBED WITH THE AFORESAID
7
LEGEND OR PROVISION AND A TRUE AND COMPLETE COPY THEREOF WILL BE DELIVERED TO
THE SENIOR CREDITOR ON THE DATE OF ITS EXECUTION OR WITHIN FIVE (5) BUSINESS
DAYS THEREAFTER.
8.
CONTINUING SUBORDINATION: NATURE OF SUBORDINATION.
(A)
THE JUNIOR CREDITOR ACKNOWLEDGES AND AGREES THAT, TO THE EXTENT
THE TERMS AND PROVISIONS OF THIS AGREEMENT MAY BE INCONSISTENT WITH ANY OF THE
JUNIOR LOAN DOCUMENTS OR ANY OTHER SUCH OTHER AGREEMENT, INSTRUMENT OR DOCUMENT,
THE JUNIOR LOAN DOCUMENTS AND SUCH OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS
SHALL BE DEEMED TO BE SUPERSEDED BY THIS AGREEMENT.
(B)
THIS AGREEMENT SHALL BE IRREVOCABLE AND SHALL REMAIN IN EFFECT
UNTIL THE SENIOR DEBT SHALL HAVE BEEN INDEFEASIBLY PAID IN FULL IN CASH AND THE
SENIOR LOAN AGREEMENT AND