LENDERS,
TO THE EXTENT SECURED BY THE COLLATERAL, SHALL BE SUBJECT AND SUBORDINATE TO THE
LIENS OF THE TERM LOAN AGENT THEREIN, INCLUDING THE LIENS SECURING THE TERM LOAN
DEBT AND THE LIENS SECURING THE REVOLVING LOAN DEBT THAT IS ACQUIRED BY THE TERM
LOAN LENDERS PURSUANT TO THE EXERCISE OF ITS PURCHASE OPTION PROVIDED FOR
HEREIN).
11
(C)
ON THE DATE OF SUCH PURCHASE AND SALE, THE TERM LOAN LENDERS
SHALL:
(I)
PAY TO THE REVOLVING LOAN AGENT, AS THE PURCHASE PRICE THEREFOR,
AN AMOUNT EQUAL TO THE FULL AMOUNT OF ALL OF THE REVOLVING LOAN DEBT THEN
OUTSTANDING AND UNPAID (INCLUDING PRINCIPAL, INTEREST, FEES AND EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES);
(II)
FURNISH CASH COLLATERAL TO THE REVOLVING LOAN AGENT IN SUCH
AMOUNTS AS THE REVOLVING LOAN AGENT DETERMINES IS REASONABLY NECESSARY TO SECURE
THE REVOLVING LOAN LENDERS IN CONNECTION WITH ANY ISSUED AND OUTSTANDING LETTER
OF CREDIT ACCOMMODATIONS (BUT IN ANY EVENT NOT IN AN AMOUNT GREATER THAN ONE
HUNDRED TEN (110%) PERCENT OF THE AGGREGATE UNDRAWN FACE AMOUNT OF SUCH LETTER
OF CREDIT ACCOMMODATIONS PLUS THE AMOUNT OF ANY COMMISSIONS, FEES AND EXPENSES
PAYABLE IN CONNECTION THEREWITH THROUGH THE END OF THE LATEST EXPIRATION DATE OF
SUCH LETTER OF CREDIT ACCOMMODATIONS, INCLUDING REASONABLE ATTORNEYS' FEES AND
EXPENSES);
(III)
EXPRESSLY ASSUME AND ADOPT ALL OF THE OBLIGATIONS OF THE
REVOLVING LOAN LENDERS UNDER THE REVOLVING LOAN DOCUMENTS AND PERFORM SUCH
OBLIGATIONS ON AND AFTER THE DATE OF THE PURCHASE AND SALE;
(IV)
AGREE TO REIMBURSE THE REVOLVING LOAN LENDERS WITHOUT OFFSET,
DEFENSE OR COUNTERCLAIM FOR ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING
REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES IN EACH CASE) IN CONNECTION WITH
ANY CHECKS OR OTHER PAYMENTS PROVISIONALLY CREDITED TO THE REVOLVING LOAN DEBT
AND AS TO WHICH THE REVOLVING LOAN LENDERS HAVE NOT YET RECEIVED FINAL PAYMENT
AND ANY OTHER LIABILITIES OF THE REVOLVING LOAN LENDERS TO THE DEPOSITORY BANKS
OF WHICH ANY ACCOUNTS ARE MAINTAINED FOR THE HANDLING OF COLLECTIONS AND THE
REMITTANCE THEREOF TO THE REVOLVING LOAN LENDERS; AND
(V)
AGREE TO PAY TO THE REVOLVING LOAN LENDERS WITHIN THREE (3)
BUSINESS DAYS AFTER THE ACTUAL RECEIPT BY ANY TERM LOAN LENDER OF ANY PAYMENT IN
CASH OR OTHER IMMEDIATELY AVAILABLE FUNDS OF THE EARLY TERMINATION FEE PURSUANT
TO THE REVOLVING LOAN AGREEMENT AS IN EFFECT ON THE DATE OF THE PURCHASE AND
SALE OF THE REVOLVING LOAN DEBT TO THE TERM LOAN LENDERS, AN AMOUNT EQUAL TO ONE
HUNDRED (100%) PERCENT OF SUCH FEE ACTUALLY RECEIVED BY THE TERM LOAN LENDERS IF
THE NOTICE OF TERMINATION OR EFFECTIVE DATE OF TERMINATION OCCURRED WITHIN
NINETY (90) DAYS AFTER THE EFFECTIVE DATE OF THE PURCHASE OF THE REVOLVING LOAN
DEBT BY THE TERM LOAN LENDERS.
(D)
SUCH PURCHASE PRICE AND CASH COLLATERAL SHALL BE REMITTED BY WIRE
TRANSFER IN FEDERAL FUNDS TO SUCH BANK ACCOUNT OF THE REVOLVING LOAN AGENT IN
NEW YORK, NEW YORK, AS THE REVOLVING LOAN AGENT MAY DESIGNATE IN WRITING TO THE
TERM LOAN AGENT FOR