OF THE
JUNIOR LENDERS, ON THE ONE HAND, AND THE HOLDERS OF SUCH SENIOR DEBT, ON THE
OTHER HAND.
IF ANY PAYMENT OR DISTRIBUTION TO WHICH THE JUNIOR LENDERS WOULD
OTHERWISE HAVE BEEN ENTITLED BUT FOR THE PROVISIONS OF THIS AGREEMENT SHALL HAVE
BEEN APPLIED, PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, TO THE PAYMENT OF
AMOUNTS PAYABLE UNDER THE SENIOR DEBT, THEN THE JUNIOR LENDERS SHALL BE ENTITLED
TO RECEIVE FROM THE HOLDERS OF THE SENIOR DEBT ANY PAYMENTS OR DISTRIBUTIONS
RECEIVED BY SUCH HOLDERS OF THE SENIOR DEBT IN EXCESS OF THE AMOUNT SUFFICIENT
TO PAY ALL AMOUNTS PAYABLE UNDER OR IN RESPECT OF SUCH SENIOR DEBT IN FULL.
(III)
THE SENIOR LENDER HEREBY GRANTS THE JUNIOR LENDERS THE RIGHT, BUT
NOT THE OBLIGATION, TO CURE ANY AND ALL DEFAULTS UNDER THE SENIOR DEBT (TO THE
EXTENT ANY SUCH DEFAULTS ARE CURABLE) WITHIN THE SAME PERIOD OF TIME AFFORDED
THE BORROWER FOR CURING SUCH DEFAULTS BEFORE THE SAME BECOME SENIOR EVENTS OF
DEFAULT.
THE SENIOR LENDER SHALL HAVE NO OBLIGATION HEREUNDER, HOWEVER, TO
PROVIDE NOTICE OF ANY SENIOR EVENT OF DEFAULT TO THE JUNIOR LENDERS, AND THE
LACK OF ANY SUCH NOTICE SHALL NOT AFFECT THE EXISTENCE OR OCCURRENCE OF ANY
EVENT OF DEFAULT.
SECTION 6.
NO PREJUDICE OR IMPAIRMENT.
NOTHING CONTAINED IN THIS AGREEMENT, IS INTENDED TO OR SHALL IMPAIR, AS BETWEEN
THE BORROWER AND THE JUNIOR LENDERS, THE OBLIGATION OF THE BORROWER, WHICH IS
ABSOLUTE AND UNCONDITIONAL, TO PAY TO THE JUNIOR LENDERS THE JUNIOR DEBT AS AND
WHEN THE SAME SHALL BECOME DUE AND PAYABLE IN ACCORDANCE WITH ITS TERMS, OR IS
INTENDED TO OR SHALL AFFECT THE RELATIVE RIGHTS OF THE JUNIOR LENDERS AND
CREDITORS OF THE BORROWER (OTHER THAN THE HOLDERS OF THE SENIOR DEBT).
SECTION 7.
PROOFS OF CLAIM.
IN CONNECTION WITH ANY PROCEEDING INVOLVING ANY BORROWER, THE JUNIOR LENDERS ARE
ENTITLED TO FILE PROOFS OF CLAIM IN RESPECT OF THE JUNIOR DEBT.
UPON THE
FAILURE OF THE JUNIOR LENDERS TO TAKE ANY SUCH ACTION AS OF THE FIFTEENTH
BUSINESS DAY PRECEDING THE BAR DATE FOR THE FILING OF PROOFS OF CLAIMS, THE
SENIOR LENDER IS HEREBY IRREVOCABLY AUTHORIZED AND EMPOWERED, BUT SHALL HAVE NO
OBLIGATION TO FILE PROOFS OF CLAIM WITH RESPECT TO THE JUNIOR DEBT.
NOTWITHSTANDING THE FOREGOING, THE SENIOR LENDER SHALL NOT HAVE ANY RIGHT
WHATSOEVER TO VOTE ANY CLAIM THAT THE JUNIOR LENDERS MAY HAVE IN THE PROCEEDING
TO ACCEPT OR REJECT ANY PLAN OR
PARTIAL OR COMPLETE LIQUIDATION, REORGANIZATION, ARRANGEMENT, COMPOSITION, OR
EXTENSION; PROVIDED, THAT THE JUNIOR LENDERS SHALL NOT VOTE WITH RESPECT TO ANY
SUCH PLAN OR TAKE ANY OTHER ACTION IN ANY WAY SO AS TO CONTEST (I) THE RELATIVE
RIGHTS AND DUTIES OF THE SENIOR LENDER UNDER THE SENIOR LOAN DOCUMENTS WITH
RESPECT TO ANY COLLATERAL OR GUARANTIES OR (II) THE JUNIOR LENDERS' OBLIGATIONS
AND AGREEMENTS SET FORTH IN THIS AGREEMENT.
SECTION 8.
BENEFIT OF AGREEMENT; AMENDMENTS OF CERTAIN DOCUMENTS;
ETC.
THIS AGREEMENT SHALL CONSTITUTE A CONTINUING OFFER TO ALL PERSONS WHO, IN