SUCH PROCEEDINGS ON ACCOUNT OF THE
SUBORDINATED DEBT.
LENDER MAY, AS ATTORNEY-IN-FACT FOR THE UNDERSIGNED, TAKE
SUCH ACTION ON BEHALF OF THE UNDERSIGNED AND THE UNDERSIGNED HEREBY APPOINTS
LENDER AS ATTORNEY-IN-FACT FOR THE UNDERSIGNED TO DEMAND, SUE FOR, COLLECT, AND
RECEIVE ANY AND ALL SUCH MONEY, DIVIDENDS OR OTHER ASSETS AND GIVE ACQUITTANCE
THEREFORE AND TO FILE ANY CLAIM, PROOF OF CLAIM OR OTHER INSTRUMENT OF SIMILAR
CHARACTER AND TO TAKE SUCH OTHER PROCEEDINGS IN LENDER'S NAME OR IN THE NAME OF
THE UNDERSIGNED, AS LENDER MAY DEEM NECESSARY OR ADVISABLE FOR THE ENFORCEMENT
OF THIS AGREEMENT.
THE UNDERSIGNED WILL EXECUTE AND DELIVER TO LENDER SUCH
OTHER AND FURTHER POWERS OF ATTORNEY OR OTHER INSTRUMENTS AS EITHER REASONABLY
MAY REQUEST IN ORDER TO ACCOMPLISH THE FOREGOING.
8.
THE UNDERSIGNED AND BORROWERS SHALL NOT
AMEND OR MODIFY THE SUBDEBT AGREEMENTS IN ANY MANNER WHATSOEVER WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER WHICH CONSENT SHALL NOT BE UNREASONABLY
CONDITIONED, WITHHELD OR DELAYED; PROVIDED THAT, THE PRIOR WRITTEN CONSENT OF
LENDER IN ITS SOLE AND ABSOLUTE DISCRETION SHALL BE REQUIRED FOR ANY AMENDMENT
OR MODIFICATION TO ANY SUBDEBT AGREEMENTS THAT WOULD (DIRECTLY OR INDIRECTLY):
(I) INCREASE THE MAXIMUM PRINCIPAL AMOUNT OF THE SUBORDINATED DEBT,
(II) INCREASE THE RATE OF INTEREST ON ANY OF THE SUBORDINATED DEBT,
(III) INCREASE ANY FEES, COSTS OR EXPENSES PAYABLE IN CONJUNCTION WITH THE
SUBDEBT AGREEMENTS OR INCLUDE ANY FEES OR EXPENSES IN ANY AMENDMENT OR WAIVER OF
ANY OF THE SUBDEBT AGREEMENTS, (IV) CHANGE TO AN EARLIER DATE ANY DATE UPON
WHICH REGULARLY SCHEDULED PAYMENTS OF PRINCIPAL OR INTEREST ON THE SUBORDINATED
DEBT (INCLUDING, WITHOUT LIMITATION, ANY MATURITY DATE) UNDER AND PURSUANT TO
THE TERMS OF THE SUBDEBT AGREEMENTS ARE DUE, (V) ADD OR MAKE MORE RESTRICTIVE
ANY EVENT OF DEFAULT OR ANY COVENANT WITH RESPECT TO THE SUBORDINATED DEBT,
(VI) AMEND OR MODIFY SECTION 2.7 OF THE SUBORDINATED CREDIT AGREEMENT,
(VII) AMEND OR MODIFY SECTION 2(B) OF THE REIMBURSEMENT AGREEMENT IN ANY WAY
THAT INCREASES OR ACCELERATES PAYMENT OBLIGATIONS OF BORROWERS TO THE
UNDERSIGNED, OR (VIII) AMEND OR MODIFY THE DEFINITION OF CAPITAL TRANSACTION SET
FORTH IN THE SUBORDINATED CREDIT AGREEMENT; PROVIDED THAT SO LONG AS SUCH
AMENDMENT OR MODIFICATION TO THE DEFINITION OF CAPITAL TRANSACTION DOES NOT
DECREASE THE THRESHOLD OF $1,000,000 CONTAINED IN SUCH DEFINITION, LENDER'S
CONSENT TO SUCH AMENDMENT OR MODIFICATION SHALL NOT BE UNREASONABLY CONDITIONED,
WITHHELD OR DELAYED.
NOTWITHSTANDING THE FOREGOING, THE UNDERSIGNED MAY
TRANSFER THE SUBDEBT AGREEMENTS EXPRESSLY SUBJECT TO THE TERMS OF THIS AGREEMENT
AND IN COMPLIANCE WITH PARAGRAPH 10 HEREOF, UPON PRIOR NOTICE TO, BUT WITHOUT
ANY PRIOR CONSENT OF, LENDER.
4
9.
LENDER, AND (TO THE EXTENT APPLICABLE)
BORROWERS, MAY AT ANY TIME AND FROM TIME TO TIME, WITHOUT THE CONSENT OF OR
NOTICE TO THE UNDERSIGNED, WITHOUT INCURRING RESPONSIBILITY TO THE UNDERSIGNED
AND WITHOUT IMPAIRING OR RELEASING ANY OF LENDER'S RIGHTS, OR ANY OF THE
OBLIGATIONS OF THE UNDERSIGNED HEREUNDER:
(A)
CHANGE THE AMOUNT, MANNER, PLACE OR TERMS
OF PAYMENT OR CHANGE OR EXTEND THE TIME OF