AND THE PURCHASERS ON THE OTHER HAND. NOTHING CONTAINED IN THESE SUBORDINATION
PROVISIONS OR ELSEWHERE IN THIS NOTE IS INTENDED TO OR SHALL IMPAIR, AS BETWEEN
BUYER, ITS CREDITORS (OTHER THAN THE AGENT AND THE PURCHASERS) AND THE HOLDER,
BUYER'S OBLIGATION, WHICH IS UNCONDITIONAL AND ABSOLUTE, TO PAY THE JUNIOR
LIABILITIES AS AND WHEN THE SAME SHALL BECOME DUE AND PAYABLE IN ACCORDANCE WITH
THE TERMS HEREOF AND OF THE AGREEMENT OR TO EFFECT THE RELATIVE RIGHTS OF THE
HOLDER AND CREDITORS OF BUYER (OTHER THAN THE AGENT AND THE PURCHASERS).
(E)
THE HOLDER SHALL NOT, UNTIL THE SENIOR INTERESTS HAVE BEEN FINALLY
PAID AND PERFORMED IN FULL AND IN CASH, (I) CANCEL, WAIVE, FORGIVE, TRANSFER OR
ASSIGN, OR COMMENCE LEGAL PROCEEDINGS TO ENFORCE OR COLLECT, OR SUBORDINATE TO
ANY OBLIGATION OF BUYER (OTHER THAN TO THE SENIOR INTERESTS), HOWSOEVER CREATED,
ARISING OR EVIDENCED, WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, OR NOW
OR HEREAFTER EXISTING, OR DUE OR TO BECOME DUE, THE JUNIOR LIABILITIES OR ANY
RIGHTS IN RESPECT HEREOF OR (II) CONVERT THE JUNIOR LIABILITIES INTO
3
AN EQUITY INTEREST IN BUYER, UNLESS, IN THE CASE OF EACH OF CLAUSES (I) AND
(II), THE HOLDER SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE
INSTRUCTING GROUP IN EACH CASE.
(F)
THE HOLDER SHALL NOT COMMENCE, OR JOIN WITH ANY OTHER PERSON IN
COMMENCING, ANY PROCEEDING OF THE TYPE REFERRED TO IN THE DEFINITION OF
BANKRUPTCY EVENT WITH RESPECT TO BUYER UNTIL AT LEAST ONE YEAR AND ONE DAY SHALL
HAVE PASSED AFTER THE SENIOR INTERESTS SHALL HAVE BEEN FINALLY PAID AND
PERFORMED IN FULL AND IN CASH; PROVIDED, HOWEVER, THAT THE HOLDER SHALL AT ALL
TIMES HAVE THE RIGHT TO FILE ANY CLAIM IN OR OTHERWISE TAKE ANY ACTION WITH
RESPECT TO ANY INSOLVENCY PROCEEDING INSTITUTED AGAINST BUYER BY ANY PERSON
OTHER THAN THE HOLDER (PROVIDED THAT NO SUCH ACTION MAY BE TAKEN BY THE HOLDER
UNTIL SUCH PROCEEDING HAS CONTINUED UNDISMISSED, UNSTAYED AND IN EFFECT FOR A
PERIOD OF 10 DAYS).
(G)
IF, AT ANY TIME, ANY PAYMENT (IN WHOLE OR IN PART) MADE WITH
RESPECT TO ANY RECEIVABLE IS RESCINDED OR MUST BE RESTORED OR RETURNED BY THE
AGENT OR A PURCHASER (WHETHER IN CONNECTION WITH ANY BANKRUPTCY PROCEEDINGS OR
OTHERWISE), THESE SUBORDINATION PROVISIONS SHALL CONTINUE TO BE EFFECTIVE OR
SHALL BE REINSTATED, AS THE CASE MAY BE, AS THOUGH SUCH PAYMENT HAD NOT BEEN
MADE.
(H)
EACH OF THE AGENT AND THE PURCHASERS MAY, FROM TIME TO TIME, IN
ITS SOLE DISCRETION, WITHOUT NOTICE TO THE HOLDER, AND WITHOUT WAIVING ANY OF
ITS RIGHTS UNDER THESE SUBORDINATION PROVISIONS, TAKE ANY OR ALL OF THE
FOLLOWING ACTIONS: (I) RETAIN OR OBTAIN AN INTEREST IN ANY PROPERTY TO SECURE
ANY OF THE SENIOR INTERESTS, (II) RETAIN OR OBTAIN THE PRIMARY OR SECONDARY
OBLIGATIONS OF ANY OTHER OBLIGOR OR OBLIGORS WITH RESPECT TO ANY OF THE SENIOR
INTERESTS, (III) EXTEND OR RENEW FOR ONE OR MORE PERIODS (WHETHER OR NOT LONGER
THAN THE ORIGINAL PERIOD), ALTER, INCREASE