SUCH OBLIGOR AND UNTIL SO REMITTED SHALL HOLD SUCH
EXCESS PAYMENT FOR THE BENEFIT OF SUCH OBLIGOR.
SECTION 10
CONTINUING AGREEMENT; REINSTATEMENT.
(A)
CONTINUING AGREEMENT.
THIS AGREEMENT IS A CONTINUING AGREEMENT OF
SUBORDINATION AND SHALL CONTINUE IN EFFECT AND BE BINDING UPON EACH OBLIGOR
UNTIL PAYMENT AND PERFORMANCE IN FULL IN CASH OF THE SENIOR DEBT (OR THE
COLLATERALIZATION THEREOF IN A MANNER
6
REASONABLY SATISFACTORY TO COLLATERAL AGENT).
THE SUBORDINATIONS, AGREEMENTS,
AND PRIORITIES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS
OF WHETHER ANY PARTY HERETO IN THE FUTURE SEEKS TO RESCIND, AMEND, TERMINATE, OR
REFORM, BY LITIGATION OR OTHERWISE, ITS RESPECTIVE AGREEMENTS WITH THE OTHER
OBLIGOR.
(B)
REINSTATEMENT.
THIS AGREEMENT SHALL CONTINUE TO BE EFFECTIVE OR
SHALL BE REINSTATED, AS THE CASE MAY BE, IF, FOR ANY REASON, ANY PAYMENT OF THE
SENIOR DEBT BY OR ON BEHALF OF ANY OTHER OBLIGOR SHALL BE RESCINDED OR MUST
OTHERWISE BE RESTORED BY THE LENDER GROUP, WHETHER AS A RESULT OF AN INSOLVENCY
EVENT OR OTHERWISE.
SECTION 11
TRANSFER OF SUBORDINATED DEBT.
EACH OBLIGOR MAY NOT ASSIGN
OR TRANSFER ITS RIGHTS AND OBLIGATIONS IN RESPECT OF THE SUBORDINATED DEBT
WITHOUT THE PRIOR WRITTEN CONSENT OF COLLATERAL AGENT (SUCH CONSENT NOT TO BE
WITHHELD UNREASONABLY), AND ANY SUCH TRANSFEREE OR ASSIGNEE, AS A CONDITION TO
ACQUIRING AN INTEREST IN THE SUBORDINATED DEBT SHALL AGREE TO BE BOUND HEREBY,
IN FORM REASONABLY SATISFACTORY TO COLLATERAL AGENT.
SECTION 12
OBLIGATIONS OF THE OBLIGORS NOT AFFECTED.
THE PROVISIONS OF
THIS AGREEMENT ARE INTENDED SOLELY FOR THE PURPOSE OF DEFINING THE RELATIVE
RIGHTS OF EACH OBLIGOR AGAINST THE OTHER OBLIGORS, ON THE ONE HAND, AND OF THE
LENDER GROUP AGAINST THE OBLIGORS, ON THE OTHER HAND.
NOTHING CONTAINED IN THIS
AGREEMENT SHALL (I) IMPAIR, AS BETWEEN EACH OBLIGOR AND THE OTHER OBLIGORS, THE
OBLIGATION OF THE OTHER OBLIGORS TO PAY THEIR RESPECTIVE OBLIGATIONS WITH
RESPECT TO THE SUBORDINATED DEBT AS AND WHEN THE SAME SHALL BECOME DUE AND
PAYABLE, OR (II) OTHERWISE AFFECT THE RELATIVE RIGHTS OF EACH OBLIGOR AGAINST
THE OTHER OBLIGORS, ON THE ONE HAND, AND OF THE CREDITORS (OTHER THAN THE LENDER
GROUP) OF THE OTHER OBLIGORS AGAINST THE OTHER OBLIGORS, ON THE OTHER HAND.
SECTION 13
ENDORSEMENT OF OBLIGOR DOCUMENTS; FURTHER ASSURANCES AND
ADDITIONAL ACTS.
(A)
ENDORSEMENT OF OBLIGOR DOCUMENTS.
AT THE REASONABLE REQUEST OF
COLLATERAL AGENT, ALL DOCUMENTS AND INSTRUMENTS EVIDENCING ANY OF THE
SUBORDINATED DEBT, IF ANY, SHALL BE ENDORSED WITH A LEGEND NOTING THAT SUCH
DOCUMENTS AND INSTRUMENTS ARE SUBJECT TO THIS AGREEMENT, AND EACH OBLIGOR SHALL
PROMPTLY DELIVER TO COLLATERAL AGENT EVIDENCE OF THE SAME.
(B)
FURTHER ASSURANCES AND ADDITIONAL ACTS.
EACH OBLIGOR SHALL
EXECUTE, ACKNOWLEDGE, DELIVER, FILE, NOTARIZE, AND REGISTER AT ITS OWN EXPENSE
ALL SUCH FURTHER AGREEMENTS, INSTRUMENTS, CERTIFICATES, FINANCING STATEMENTS,
DOCUMENTS, AND ASSURANCES, AND PERFORM SUCH ACTS AS COLLATERAL AGENT REASONABLY
SHALL DEEM NECESSARY OR APPROPRIATE TO EFFECTUATE THE PURPOSES OF THIS
AGREEMENT, AND PROMPTLY PROVIDE COLLATERAL AGENT WITH EVIDENCE OF THE FOREGOING
REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO