or in respect of the Senior Indebtedness of the
Borrower in full in cash or Cash Equivalents in accordance with the terms of
Section 11.2.
11.6
OBLIGATIONS OF THE BORROWER UNCONDITIONAL.
NOTHING CONTAINED IN THIS SECTION 11 OR ELSEWHERE IN THIS AGREEMENT IS INTENDED
TO OR SHALL IMPAIR AS BETWEEN THE BORROWER AND THE LENDERS THE OBLIGATIONS OF
THE BORROWER, WHICH ARE ABSOLUTE AND UNCONDITIONAL, TO PAY TO THE LENDERS THE
OBLIGATIONS AS AND WHEN THE SAME SHALL BECOME DUE AND PAYABLE IN ACCORDANCE WITH
THEIR TERMS, OR IS INTENDED TO OR SHALL AFFECT THE RELATIVE RIGHTS OF THE
LENDERS AND CREDITORS OF THE BORROWER OTHER THAN THE HOLDERS OF THE SENIOR
INDEBTEDNESS OF THE BORROWER, NOR SHALL ANYTHING HEREIN OR THEREIN PREVENT THE
LENDERS FROM EXERCISING ALL REMEDIES OTHERWISE PERMITTED BY APPLICABLE LAW UPON
DEFAULT UNDER THIS AGREEMENT, SUBJECT TO THE RIGHTS, IF ANY, UNDER THIS
SECTION 11 OF THE HOLDERS OF SUCH SENIOR INDEBTEDNESS OF THE BORROWER IN RESPECT
OF CASH, PROPERTY OR SECURITIES OF THE BORROWER RECEIVED UPON THE EXERCISE OF
ANY SUCH REMEDY.
92
The failure to make a payment on account of Obligations by reason of any
provision of this Section 11 shall not prevent the occurrence of an Event of
Default under Section 8.
11.7
LENDERS AUTHORIZE AGENT TO EFFECTUATE
SUBORDINATION.
EACH LENDER HEREBY AUTHORIZES AND EXPRESSLY DIRECTS THE AGENT ON
ITS BEHALF TO TAKE SUCH ACTION AS MAY BE NECESSARY OR APPROPRIATE TO EFFECTUATE
THE SUBORDINATION PROVIDED IN THIS SECTION 11 AND APPOINTS THE AGENT ITS
ATTORNEY IN FACT FOR SUCH PURPOSE, INCLUDING, WITHOUT LIMITATION, IN THE EVENT
OF ANY DISSOLUTION, WINDING UP, LIQUIDATION OR REORGANIZATION OF THE BORROWER
(WHETHER IN BANKRUPTCY, INSOLVENCY, RECEIVERSHIP, REORGANIZATION OR SIMILAR
PROCEEDINGS OR UPON AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR ANY OTHER
SIMILAR REMEDY OR OTHERWISE) TENDING TOWARDS LIQUIDATION OF THE BUSINESS AND
ASSETS OF THE BORROWER, THE IMMEDIATE FILING OF A CLAIM FOR THE UNPAID BALANCE
OF THE OBLIGATIONS IN THE FORM REQUIRED IN SAID PROCEEDINGS AND CAUSING SAID
CLAIM TO BE APPROVED.
IF THE AGENT DOES NOT FILE A PROPER CLAIM OR PROOF OF
DEBT IN THE FORM REQUIRED IN SUCH PROCEEDING PRIOR TO 30 DAYS BEFORE THE
EXPIRATION OF THE TIME TO FILE SUCH CLAIM OR CLAIMS, THEN THE HOLDERS OF THE
SENIOR INDEBTEDNESS OF THE BORROWER ARE HEREBY AUTHORIZED TO HAVE THE RIGHT TO
FILE AND ARE HEREBY AUTHORIZED TO FILE AN APPROPRIATE CLAIM FOR AND ON BEHALF OF
THE LENDERS.
IN THE EVENT OF ANY SUCH PROCEEDING, UNTIL THE SENIOR INDEBTEDNESS
OF THE BORROWER IS PAID IN FULL IN CASH OR CASH EQUIVALENTS, WITHOUT THE CONSENT
OF THE HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OUTSTANDING OF SENIOR
INDEBTEDNESS OF THE BORROWER, NO LENDER SHALL WAIVE, SETTLE OR COMPROMISE ANY
SUCH CLAIM OR CLAIMS RELATING TO THE OBLIGATIONS THAT SUCH LENDER NOW OR
HEREAFTER MAY HAVE AGAINST THE BORROWER.
SECTION 12.
SUBORDINATION OF GUARANTEE OBLIGATIONS
12.1
GUARANTEE OBLIGATIONS SUBORDINATED TO GUARANTEE
SENIOR INDEBTEDNESS.
THE LENDERS COVENANT AND AGREE THAT