AGREEMENT OR THE
SUBORDINATION PROVIDED IN THIS AGREEMENT, FEQ MAY AT ANY TIME OR TIMES DO ANY OF
THE FOLLOWING WITH RESPECT TO ANY OF THE FEQ DEBT: (A) AMEND, MODIFY, ALTER OR
WAIVE ANY OF THE TERMS OF THE SENIOR LOAN DOCUMENTS IN ANY MANNER, (B) WAIVE ANY
OF THE TERMS OF THE SENIOR LOAN DOCUMENTS AND CHARGE A NORMAL AND CUSTOMARY FEE
IN CONNECTION THEREWITH, (C) RENEW OR EXTEND THE TIME FOR PAYMENT OF ALL OR ANY
PART THEREOF, (D) DECREASE FEES OR INTEREST RATES PAYABLE THEREON, (E) INCREASE
THE MAXIMUM PRINCIPAL AMOUNT AVAILABLE TO BE BORROWED THEREUNDER UP TO AN
AGGREGATE OUTSTANDING AMOUNT PERMITTED PURSUANT TO THE DEFINITION OF "FEQ DEBT"
SET FORTH IN THIS AGREEMENT (BEING THE PRINCIPAL SUM OF $100,000), (F) DECREASE
THE MAXIMUM PRINCIPAL AMOUNT AVAILABLE TO BE BORROWED THEREUNDER, (G) ACCEPT
COLLATERAL SECURITY OR GUARANTIES THEREFOR AND SELL, EXCHANGE, FAIL TO PERFECT,
RELEASE OR OTHERWISE DEAL WITH ALL OR ANY PART OF ANY SUCH COLLATERAL OR
GUARANTIES, (H) RELEASE ANY PARTY PRIMARILY OR SECONDARILY OBLIGATED THEREON,
(I) GRANT INDULGENCES AND TAKE OR REFRAIN FROM TAKING ANY ACTION WITH REGARD TO
THE COLLECTION OR ENFORCEMENT THEREOF, AND (J) TAKE ANY ACTION WHICH MIGHT
OTHERWISE CONSTITUTE A DEFENSE TO OR A DISCHARGE OF ANY LOAN PARTY.
SECTION 2.14
STANDSTILL.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
TRIDENT AGREES THAT IT WILL NOT INSTITUTE ANY LEGAL PROCEEDINGS AGAINST THE
COMPANY OR EXERCISE ANY RIGHTS OR REMEDIES AGAINST THE COMPANY WITHOUT THE
CONSENT OF FEQ UNLESS THE COMPANY FAILS TO PAY CURRENT INTEREST AT THE
NON-DEFAULT RATE OR FEQ IS TAKING ANY SUCH ACTIONS (IN WHICH CASE ANY SUMS
COLLECTED BY TRIDENT SHALL BE SUBJECT TO THE TERMS OF THIS AGREEMENT).
NOTHING
HEREIN SHALL PROHIBIT TRIDENT FROM FILING PROOFS OF CLAIM OR OTHERWISE TAKING
ACTIONS IN A PROCEEDING TO COLLECT THE TRIDENT DEBT AND ENFORCE ITS RIGHTS UNDER
THE TRIDENT LOAN AGREEMENT, SUBJECT, HOWEVER TO THE TERMS OF THIS AGREEMENT.
ARTICLE III
MISCELLANEOUS
SECTION 3.1
SUCCESSORS AND ASSIGNS; THIRD PARTIES.
ALL COVENANTS AND
AGREEMENTS IN THIS AGREEMENT CONTAINED BY OR ON BEHALF OF THE PARTIES HERETO
SHALL BIND AND INURE TO THE BENEFIT OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THE SUBORDINATION PROVISIONS IN ARTICLE II OF THIS AGREEMENT ARE FOR THE BENEFIT
OF THE HOLDERS FROM TIME TO TIME OF FEQ DEBT AND, SUBJECT TO THE PROVISIONS AND
CONDITIONS SET FORTH HEREIN, ANY SUCH HOLDER THAT IS NOT A PARTY TO THIS
AGREEMENT SHALL BE ENTITLED TO THE BENEFITS OF THIS AGREEMENT, PROVIDED THAT
SUCH HOLDER AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT THAT
ARE BINDING UPON EACH PARTY TO THIS AGREEMENT AS OF THE DATE HEREOF.
EACH OF
FEQ AND TRIDENT AGREES THAT IT WILL NOT ASSIGN OR TRANSFER THE TRIDENT DEBT OR
FEQ DEBT, AS APPLICABLE, UNLESS IT OBTAINS AND DELIVERS TO THE OTHER PARTY, THE
WRITTEN AGREEMENT OF SUCH ASSIGNEE OR TRANSFEREE TO BE BOUND BY THE TERMS OF
THIS AGREEMENT.
SECTION 3.2
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT