THE
SECOND LIEN CREDITORS UNDER THE SECOND LIEN LOAN DOCUMENTS AND (II) SUCH CLAIMS
AND INTERESTS SHOULD BE TREATED AS SEPARATE CLASSES FOR PURPOSES OF SECTION 1122
OF THE BANKRUPTCY CODE AND, IN ANY INSOLVENCY PROCEEDING, THE SECOND LIEN
CREDITORS WILL NOT MAKE ANY ASSERTION TO THE CONTRARY OR OBJECT TO THE ASSERTION
THAT THE CLAIMS AND INTERESTS OF THE FIRST LIEN CREDITORS UNDER THE FIRST LIEN
LOAN DOCUMENTS ARE SUBSTANTIALLY DIFFERENT FROM THE CLAIMS OF THE SECOND LIEN
CREDITORS UNDER THE SECOND LIEN LOAN DOCUMENTS.
7.7
RIGHTS AS UNSECURED CREDITORS.
THE SECOND LIEN CREDITORS MAY
EXERCISE RIGHTS AND REMEDIES AS UNSECURED CREDITORS AGAINST THE BORROWERS AND
OTHER OBLIGORS IN ACCORDANCE WITH THE SECOND LIEN LOAN DOCUMENTS AND APPLICABLE
LAW, IN EACH CASE, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, PROVIDED THAT
ANY JUDGMENT LIEN ON COLLATERAL OBTAINED BY ANY SECOND LIEN CREDITOR IN RESPECT
OF THE SECOND LIEN LOAN OBLIGATIONS SHALL BE SUBJECT IN ALL RESPECTS TO THIS
AGREEMENT.
Section 8.
Miscellaneous.
8.1
TERMINATION.
THIS AGREEMENT SHALL TERMINATE AND BE OF NO FURTHER
FORCE AND EFFECT UPON EITHER (A) THE FIRST LIEN LOAN TERMINATION DATE, OR
(B) PAYMENT IN FULL OF ALL OF THE OBLIGATIONS (AS DEFINED IN THE SECOND LIEN
LOAN DOCUMENTS) AND THE TERMINATION OR EXPIRATION OF ANY COMMITMENT OF THE
SECOND LIEN CREDITORS UNDER THE SECOND LIEN LOAN AGREEMENT.
8.2
SUCCESSORS AND ASSIGNS.
(A)
THIS AGREEMENT SHALL BE BINDING UPON EACH SECURED CREDITOR AND ITS
RESPECTIVE SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF EACH SECURED
CREDITOR AND ITS RESPECTIVE SUCCESSORS, PARTICIPANTS AND ASSIGNS.
(B)
EACH SECURED CREDITOR RESERVES THE RIGHT TO GRANT PARTICIPATIONS
IN, OR OTHERWISE SELL, ASSIGN, TRANSFER OR NEGOTIATE ALL OR ANY PART OF, OR ANY
INTEREST IN, THEIR RESPECTIVE OBLIGATIONS; PROVIDED THAT NO SECURED CREDITOR
SHALL BE OBLIGATED TO GIVE ANY NOTICES TO OR OTHERWISE IN ANY MANNER DEAL
DIRECTLY WITH ANY PARTICIPANT IN THE OBLIGATIONS AND NO PARTICIPANT SHALL BE
ENTITLED TO ANY RIGHTS OR BENEFITS UNDER THIS AGREEMENT, EXCEPT THROUGH THE
SECURED CREDITOR WITH WHICH IT IS A PARTICIPANT.
(C)
IN CONNECTION WITH ANY PARTICIPATION OR OTHER TRANSFER OR
ASSIGNMENT, A SECURED CREDITOR (I) MAY, SUBJECT TO ITS RESPECTIVE DOCUMENTS,
DISCLOSE TO SUCH ASSIGNEE, PARTICIPANT OR OTHER TRANSFEREE OR ASSIGNEE ALL
DOCUMENTS AND INFORMATION WHICH SUCH SECURED CREDITOR NOW OR HEREAFTER MAY HAVE
RELATING TO ANY OBLIGOR OR THE COLLATERAL AND (II) SHALL DISCLOSE TO SUCH
PARTICIPANT OR OTHER TRANSFEREE OR ASSIGNEE THE EXISTENCE AND TERMS AND
CONDITIONS OF THIS AGREEMENT.
8.3
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER SHALL BE IN WRITING AND SHALL BE MAILED, SENT BY OVERNIGHT COURIER,
TELECOPIED, OR DELIVERED, AS FOLLOWS:
(A)
IF TO ANY FIRST LIEN CREDITOR, TO IT AT THE FOLLOWING ADDRESS:
c/o General Electric Capital Corporation, as First Lien Agent
299 Park Avenue
New York, New York 10171
Attention:
Penhall Account Manager
Telephone:
(646) 428-7000
Telecopier:
(646) 428-7398
with a copy to
General Electric Capital Corporation
201 Merritt 7
Norwalk, Connecticut 06840
Attention:
General Counsel -