OBLIGOR SHALL NOT HAVE, AND SHALL NOT DIRECTLY OR
INDIRECTLY EXERCISE, ANY RIGHTS THAT IT MAY ACQUIRE BY WAY OF SUBROGATION UNDER
THIS AGREEMENT, BY ANY PAYMENT OR DISTRIBUTION TO AGENT OR ANY LENDER HEREUNDER
OR OTHERWISE.
UPON THE PAYMENT AND PERFORMANCE IN FULL IN CASH OF ALL SENIOR
DEBT, EACH OBLIGOR SHALL BE SUBROGATED TO THE RIGHTS OF AGENT AND THE LENDERS TO
RECEIVE PAYMENTS OR DISTRIBUTIONS APPLICABLE TO THE SENIOR DEBT UNTIL THE
SUBORDINATED DEBT SHALL BE PAID IN FULL.
FOR THE PURPOSES OF THE FOREGOING
SUBROGATION, NO PAYMENTS OR DISTRIBUTIONS TO AGENT OR ANY LENDER OF ANY CASH,
PROPERTY, OR SECURITIES TO WHICH ANY OBLIGOR WOULD BE ENTITLED EXCEPT FOR THE
PROVISIONS OF SECTION 3, SECTION 4, OR SECTION 5 SHALL, AS AMONG SUCH OBLIGOR,
ITS CREDITORS (OTHER THAN AGENT AND THE LENDERS), AND THE OTHER OBLIGORS, BE
DEEMED TO BE A PAYMENT BY THE OTHER OBLIGORS TO OR ON ACCOUNT OF THE SENIOR
DEBT.
(B)
PAYMENTS OVER TO THE OBLIGORS.
IF ANY PAYMENT OR DISTRIBUTION TO
WHICH ANY OBLIGOR WOULD OTHERWISE HAVE BEEN ENTITLED BUT FOR THE PROVISIONS OF
SECTION 3, SECTION 4, OR SECTION 5 SHALL HAVE BEEN APPLIED PURSUANT TO THE
PROVISIONS OF SECTION 3, SECTION 4, OR SECTION 5 TO THE PAYMENT OF ALL AMOUNTS
PAYABLE UNDER THE SENIOR DEBT, SUCH OBLIGOR SHALL BE ENTITLED TO RECEIVE FROM
AGENT OR ANY LENDER, AS THE CASE MAY BE, ANY PAYMENTS OR DISTRIBUTIONS RECEIVED
BY SUCH PERSON IN EXCESS OF THE AMOUNT SUFFICIENT TO PAY IN FULL IN CASH ALL
AMOUNTS PAYABLE UNDER OR
6
IN RESPECT OF THE SENIOR DEBT.
IF ANY SUCH EXCESS PAYMENT IS MADE TO AGENT OR
ANY LENDER, SUCH PERSON SHALL PROMPTLY REMIT SUCH EXCESS TO 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.
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 OBLIGORS.
(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SENIOR DEBT BY OR ON BEHALF OF ANY OTHER OBLIGOR SHALL BE RESCINDED OR MUST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 AGENT OR ANY LENDER, 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 AGENT, 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 SATISFACTORY