DOCUMENTS, THE CROSSED LOAN DOCUMENTS AND OTHERWISE, AND BORROWER SHALL
NOT, UNTIL THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE DATE THAT ALL OF THE
LOAN AND THE CROSSED LOANS SHALL HAVE BEEN PAID AND SATISFIED IN FULL, (I)
ASSERT, COLLECT, SUE UPON, OR ENFORCE ALL OR ANY PART OF THE CROSSED PARTY
OBLIGATIONS;
(II) COMMENCE OR JOIN WITH ANY OTHER CREDITORS OF ANY OF THE
CROSSED OBLIGORS IN COMMENCING ANY BANKRUPTCY, REORGANIZATION, RECEIVERSHIP OR
INSOLVENCY PROCEEDING AGAINST ANY OF THE CROSSED OBLIGORS;
(III) TAKE, ACCEPT,
ASK FOR, SUE FOR, RECEIVE, SET OFF OR DEMAND ANY PAYMENTS UPON THE CROSSED PARTY
OBLIGATIONS; OR (IV) TAKE, ACCEPT, ASK FOR, SUE FOR, RECEIVE, DEMAND OR ALLOW TO
BE CREATED LIENS, SECURITY INTERESTS, MORTGAGES, DEEDS OF TRUST OR PLEDGES OF OR
WITH RESPECT TO ANY OF THE ASSETS OF ANY OF THE CROSSED OBLIGORS IN FAVOR OF OR
FOR THE BENEFIT OF BORROWER.
(D)
IF ALL OR ANY PART OF THE ASSETS OF ANY OF
THE CROSSED OBLIGORS, OR THE PROCEEDS THEREOF, ARE SUBJECT TO ANY DISTRIBUTION,
DIVISION OR APPLICATION TO THE CREDITORS OF SUCH CROSSED OBLIGOR, WHETHER
PARTIAL OR COMPLETE, VOLUNTARY OR INVOLUNTARY, AND WHETHER BY REASON OF
LIQUIDATION, BANKRUPTCY, ARRANGEMENT, RECEIVERSHIP, ASSIGNMENT FOR THE BENEFIT
OF CREDITORS OR ANY OTHER ACTION OR PROCEEDING, OR IF THE BUSINESS OF ANY SUCH
CROSSED OBLIGOR IS DISSOLVED OR IF SUBSTANTIALLY ALL OF THE ASSETS OF ANY SUCH
CROSSED OBLIGOR ARE SOLD, THEN, AND IN ANY SUCH EVENT (SUCH EVENTS BEING HEREIN
REFERRED TO AS AN "CROSSED OBLIGOR INSOLVENCY EVENT"), ANY PAYMENT OR
DISTRIBUTION OF ANY KIND OR CHARACTER, EITHER IN CASH, SECURITIES OR OTHER
PROPERTY, WHICH SHALL BE PAYABLE OR DELIVERABLE UPON OR WITH RESPECT TO ANY
CROSSED PARTY OBLIGATIONS SHALL BE PAID OR DELIVERED DIRECTLY TO THE LENDER FOR
APPLICATION ON THE LOAN AND THE CROSSED LOANS, DUE OR TO BECOME DUE, UNTIL SUCH
LOAN AND CROSSED LOANS SHALL HAVE FIRST BEEN FULLY PAID AND SATISFIED (IN CASH).
SHOULD ANY PAYMENT, DISTRIBUTION, SECURITY OR INSTRUMENT OR PROCEEDS THEREOF BE
RECEIVED BY BORROWER UPON OR WITH RESPECT TO THE CROSSED PARTY OBLIGATIONS AFTER
ANY CROSSED OBLIGOR INSOLVENCY EVENT AND PRIOR TO THE PAYMENT IN FULL AND
SATISFACTION OF ALL OF THE LOAN AND CROSSED LOANS, BORROWER SHALL RECEIVE AND
HOLD THE SAME IN TRUST, AS TRUSTEE, FOR THE BENEFIT OF LENDER AND SHALL
FORTHWITH DELIVER THE SAME TO LENDER IN PRECISELY THE FORM RECEIVED (EXCEPT FOR
THE ENDORSEMENT OR ASSIGNMENT OF BORROWER WHERE NECESSARY), FOR APPLICATION TO
ANY OF THE LOAN OR CROSSED LOANS, DUE OR NOT DUE, AND, UNTIL SO DELIVERED, THE
SAME SHALL BE HELD IN TRUST BY BORROWER AS THE PROPERTY OF LENDER.
IF BORROWER
FAILS TO MAKE ANY SUCH ENDORSEMENT OR ASSIGNMENT TO LENDER, LENDER OR ANY OF ITS
OFFICERS OR EMPLOYEES IS IRREVOCABLY AUTHORIZED TO MAKE THE SAME.
BORROWER
AGREES THAT UNTIL THE LOAN AND CROSSED LOANS HAVE BEEN PAID IN FULL
40
(IN CASH) AND SATISFIED, BORROWER WILL NOT ASSIGN OR TRANSFER TO ANY