FOR,
COLLECT, AND RECEIVE EVERY PAYMENT OR DISTRIBUTION IN RESPECT OF THE
SUBORDINATED DEBT AND GIVE ACQUITTANCE THEREFOR AND TO FILE CLAIMS AND PROOFS OF
CLAIM AND TAKE SUCH OTHER ACTION (INCLUDING VOTING THE SUBORDINATED DEBT) AS IT
MAY DEEM NECESSARY OR ADVISABLE FOR THE EXERCISE OR ENFORCEMENT OF ANY OF THE
RIGHTS OR INTERESTS OF AGENT OR ANY LENDER; AND (II) EACH OBLIGOR SHALL PROMPTLY
TAKE SUCH ACTION AS AGENT REASONABLY MAY REQUEST (A) TO COLLECT THE SUBORDINATED
DEBT FOR THE ACCOUNT OF AGENT AND THE LENDERS AND TO FILE APPROPRIATE CLAIMS OR
PROOFS OF CLAIM IN RESPECT OF THE SUBORDINATED DEBT, (B) TO EXECUTE AND DELIVER
TO AGENT SUCH POWERS OF ATTORNEY, ASSIGNMENTS, AND OTHER INSTRUMENTS AS IT MAY
REQUEST TO ENABLE IT TO ENFORCE ANY AND ALL CLAIMS WITH RESPECT TO THE
SUBORDINATED DEBT, AND (C) TO COLLECT AND RECEIVE ANY AND ALL SUBORDINATED DEBT
PAYMENTS.
SECTION 8.
CERTAIN AGREEMENTS OF EACH OBLIGOR.
(A)
NO BENEFITS.
EACH OBLIGOR UNDERSTANDS THAT THERE MAY BE VARIOUS
AGREEMENTS BETWEEN AGENT, THE LENDERS AND ANY OTHER OBLIGOR EVIDENCING AND
GOVERNING THE SENIOR DEBT, AND EACH OBLIGOR ACKNOWLEDGES AND AGREES THAT SUCH
AGREEMENTS ARE NOT INTENDED TO CONFER ANY BENEFITS ON SUCH OBLIGOR AND THAT
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION TO SUCH OBLIGOR OR ANY
OTHER PERSON TO EXERCISE ANY RIGHTS, ENFORCE ANY REMEDIES, OR TAKE ANY ACTIONS
WHICH MAY BE AVAILABLE TO THEM UNDER SUCH AGREEMENTS.
(B)
NO INTERFERENCE.
EACH OBLIGOR ACKNOWLEDGES THAT EACH OTHER
OBLIGOR HAS GRANTED TO AGENT, FOR ITSELF AND THE BENEFIT OF THE LENDERS AND BANK
PRODUCT PROVIDERS, SECURITY INTERESTS IN ALL OF SUCH OTHER OBLIGOR'S ASSETS, AND
AGREES NOT TO INTERFERE WITH OR IN ANY MANNER OPPOSE A DISPOSITION OF ANY
COLLATERAL BY AGENT IN ACCORDANCE WITH APPLICABLE LAW.
(C)
RELIANCE BY AGENT AND THE LENDERS.
EACH OBLIGOR ACKNOWLEDGES AND
AGREES THAT AGENT AND THE LENDERS WILL HAVE RELIED UPON AND WILL CONTINUE TO
RELY UPON THE SUBORDINATION PROVISIONS PROVIDED FOR HEREIN AND THE OTHER
PROVISIONS HEREOF IN ENTERING INTO THE FINANCING AGREEMENTS AND MAKING OR
ISSUING THE ADVANCES, THE LETTERS OF CREDIT, OR OTHER FINANCIAL ACCOMMODATIONS
THEREUNDER.
(D)
WAIVERS.
EXCEPT AS PROVIDED UNDER THE LOAN AGREEMENT, EACH
OBLIGOR HEREBY WAIVES ANY AND ALL NOTICE OF THE INCURRENCE OF THE SENIOR DEBT OR
ANY PART THEREOF AND ANY RIGHT TO REQUIRE MARSHALING OF ASSETS.
(E)
OBLIGATIONS OF EACH OBLIGOR NOT AFFECTED.
EACH OBLIGOR HEREBY
AGREES THAT AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE TO OR THE CONSENT
OF SUCH OBLIGOR, WITHOUT INCURRING RESPONSIBILITY TO SUCH OBLIGOR, AND WITHOUT
IMPAIRING OR RELEASING THE SUBORDINATION PROVIDED FOR HEREIN OR OTHERWISE
IMPAIRING THE RIGHTS OF AGENT OR ANY LENDER HEREUNDER, (I) THE TIME FOR ANY
OTHER OBLIGOR'S PERFORMANCE OF OR COMPLIANCE WITH ANY OF ITS AGREEMENTS
CONTAINED IN THE FINANCING AGREEMENTS MAY BE EXTENDED OR SUCH PERFORMANCE OR
COMPLIANCE MAY BE WAIVED BY AGENT (IN ACCORDANCE WITH THE FINANCING AGREEMENTS);
(II) THE AGREEMENTS OF ANY OTHER OBLIGOR WITH RESPECT TO THE FINANCING