SENIOR SECURED CREDITOR OF THE BORROWER TO COLLECT OR OTHERWISE FORECLOSE UPON
ANY OF THE BORROWER'S ASSETS.
SECTION 10.
INSTRUMENT LEGEND.
ANY INSTRUMENT EVIDENCING ANY OF THE JUNIOR DEBT (INCLUDING, WITHOUT LIMITATION,
THE JUNIOR NOTES), OR ANY PORTION THEREOF, WILL, ON THE DATE HEREOF, HAVE
AFFIXED TO IT A DOCUMENT CONSPICUOUSLY INDICATING THAT PAYMENT THEREOF IS
SUBORDINATED TO THE CLAIMS OF THE SENIOR CREDITOR PURSUANT TO THE TERMS OF THIS
AGREEMENT:
"THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION
AGREEMENT DATED AS OF JULY 13, 2007 BY AND BETWEEN THE HOLDER HEREOF AND CAMOFI
MASTER LDC AND CAMHZN MASTER LDC."
ANY INSTRUMENTS EVIDENCING ANY OF THE JUNIOR
DEBT, OR ANY PORTION THEREOF, WHICH IS HEREAFTER EXECUTED BY THE BORROWER, WILL,
ON THE DATE THEREOF, BE INSCRIBED WITH THE AFORESAID LEGEND, AND COPIES OF SUCH
INSTRUMENT WILL BE DELIVERED TO THE SENIOR LENDER ON THE DATE OF ITS EXECUTION
OR WITHIN FIVE (5) BUSINESS DAYS THEREAFTER AND THE ORIGINAL OF SUCH INSTRUMENT
WILL BE DELIVERED TO THE SENIOR LENDER UPON REQUEST THEREFOR TO THE SENIOR
LENDER AFTER THE OCCURRENCE OF A SENIOR EVENT OF DEFAULT.
SECTION 11.
REPRESENTATIONS AND WARRANTIES.
EACH OF THE PARTIES HERETO HEREBY REPRESENTS AND WARRANTS THAT (I) IT HAS FULL
POWER, AUTHORITY AND LEGAL RIGHT TO MAKE AND PERFORM THIS AGREEMENT AND (II)
THIS AGREEMENT IS ITS LEGAL, VALID, AND BINDING OBLIGATION, ENFORCEABLE AGAINST
IT IN ACCORDANCE WITH ITS TERMS.
SECTION 12.
AMENDMENT.NEITHER THIS AGREEMENT NOR ANY OF THE TERMS
HEREOF MAY BE AMENDED, WAIVED, DISCHARGED, OR TERMINATED UNLESS SUCH AMENDMENT,
WAIVER, DISCHARGE, OR TERMINATION IS IN WRITING SIGNED BY THE SENIOR LENDER AND
THE JUNIOR LENDERS.
SECTION 13.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT AND THE TERMS,
COVENANTS, AND CONDITIONS HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF THE PARTIES HERETO, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND NEITHER
THE SENIOR DEBT NOR THE JUNIOR DEBT SHALL BE SOLD, ASSIGNED, OR TRANSFERRED
UNLESS THE ASSIGNEE OR TRANSFEREE THEREOF EXPRESSLY TAKES SUCH DEBT SUBJECT TO
AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
SECTION 14.
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CHOICE OF LAW PRINCIPLES THEREOF.
SECTION 15.
NOTICES. WHENEVER IT IS PROVIDED HEREIN THAT ANY NOTICE,
DEMAND, REQUEST, CONSENT, APPROVAL, DECLARATION, OR OTHER COMMUNICATION SHALL OR
MAY BE GIVEN TO OR SERVED UPON ANY OF THE PARTIES BY ANOTHER, OR WHENEVER ANY OF
THE PARTIES DESIRES TO GIVE OR SERVE UPON ANOTHER ANY SUCH COMMUNICATION WITH
RESPECT TO THIS AGREEMENT, EACH SUCH NOTICE, DEMAND, REQUEST, CONSENT, APPROVAL,
DECLARATION, OR OTHER COMMUNICATION SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN AND RECEIVED, FOR PURPOSES HEREOF, WHEN (I) DELIVERED BY
HAND, (II) FOUR DAYS AFTER BEING DEPOSITED IN THE MAIL, POSTAGE PREPAID, AND
(III) ONE BUSINESS DAY AFTER HAVING BEEN SENT BY REPUTABLE OVERNIGHT COURIER, IN
EACH CASE ADDRESSED AS SET FORTH ON ANNEX I