Lender and the Bank Investors), and
(iv) shall take such actions as the Agent shall reasonably request in connection
therewith.
SECTION 8.13.
ASSIGNMENT BY A LENDER TO PROGRAM SUPPORT PROVIDER.
THE
BORROWER HEREBY AGREES AND CONSENTS TO THE ASSIGNMENT BY ANY LENDER FROM TIME TO
TIME OF ALL OR ANY PART OF ITS RIGHTS UNDER, INTEREST IN AND TITLE TO THIS LOAN
AGREEMENT AND THE NET INVESTMENT TO ANY PROGRAM SUPPORT PROVIDER.
SECTION 8.14.
SURETY PROVIDER DEFAULT.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, IF A SURETY PROVIDER DEFAULT HAS OCCURRED AND IS CONTINUING,
ANY PROVISION GIVING THE SURETY
PROVIDER THE RIGHT TO CONSENT, APPOINT, DIRECT, APPROVE OF OR TAKE ANY ACTION
(OR WAIVE ANY RIGHT TO TAKE ACTION) HEREUNDER SHALL BE INOPERATIVE AND SUCH
RIGHTS SHALL BE VESTED IN THE AGENT; PROVIDED, HOWEVER, THAT UPON THE CURE OF
ANY SUCH SURETY PROVIDER DEFAULT, SUCH RIGHTS SHALL BE REINSTATED.
SECTION 8.15.
SUBROGATION AND COOPERATION. THE BORROWER, THE LENDERS
AND THE BANK INVESTORS ACKNOWLEDGE THAT (I) TO THE EXTENT THAT THE SURETY
PROVIDER MAKES PAYMENTS UNDER THE SURETY BOND ON ACCOUNT OF AMOUNTS DUE ON THE
VFN, THE SURETY PROVIDER WILL BE FULLY SUBROGATED TO THE RIGHTS OF THE LENDERS
AND/OR THE BANK INVESTORS, AS APPLICABLE, TO THE EXTENT THEREOF, TO RECEIVE SUCH
AMOUNTS AND (II) THE SURETY PROVIDER SHALL BE ENTITLED TO BE PAID SUCH AMOUNTS
BUT ONLY FROM THE SOURCE AND IN THE MANNER PROVIDED HEREIN AND IN THE OTHER
OPERATIVE DOCUMENTS FOR THE PAYMENT OF SUCH AMOUNTS. EACH OF THE LENDERS AND THE
BANK INVESTORS SHALL COOPERATE IN ALL RESPECTS WITH ANY REASONABLE REQUEST BY
THE SURETY PROVIDER FOR ACTION TO PRESERVE OR ENFORCE THE SURETY PROVIDER'S
RIGHTS OR INTEREST UNDER THIS LOAN AGREEMENT AND EACH OF THE OTHER OPERATIVE
DOCUMENTS WITHOUT LIMITING THE RIGHTS OF THE LENDERS AND/OR THE BANK INVESTORS
AS OTHERWISE HEREIN SET FORTH, INCLUDING, WITHOUT LIMITATION, A REQUEST TO TAKE
ANY ONE OR MORE OF THE FOLLOWING ACTIONS, IN ACCORDANCE WITH THE TERMS OF THE
CTA AGREEMENT:
(I)
INSTITUTE PROCEEDINGS FOR THE COLLECTION OF ALL AMOUNTS THEN
PAYABLE ON THE VFN, OR UNDER THIS LOAN AGREEMENT IN RESPECT OF THE VFN AND ALL
AMOUNTS PAYABLE UNDER THE OPERATIVE DOCUMENTS AND TO ENFORCE ANY JUDGMENT
OBTAINED AND COLLECT FROM THE BORROWER MONEYS ADJUDGED DUE;
(II)
SELL THE COLLATERAL OR ANY PORTION THEREOF OR RIGHTS OR INTEREST
THEREIN, AT ONE OR MORE PUBLIC OR PRIVATE SALES CALLED AND CONDUCTED IN ANY
MANNER PERMITTED BY LAW;
(III)
FILE OR RECORD ALL ASSIGNMENTS OF ACCOUNTS THAT HAVE NOT
PREVIOUSLY BEEN RECORDED; AND/OR
(IV)
EXERCISE ANY REMEDIES OF A SECURED PARTY UNDER THE UCC AND TAKE
ANY APPROPRIATE ACTION TO PROTECT AND ENFORCE THE RIGHTS AND REMEDIES OF THE
SURETY PROVIDER HEREUNDER; PROVIDED, HOWEVER THAT THE ACTIONS DESCRIBED IN
CLAUSES (I), (II) AND (IV) ABOVE MAY ONLY BE REQUESTED FOLLOWING THE OCCURRENCE
OF AN EVENT OF DEFAULT.
SECTION 8.16.
BENEFITS OF AGREEMENT.
THE SURETY PROVIDER AND ITS
SUCCESSORS AND ASSIGNS SHALL BE THIRD PARTY BENEFICIARIES TO THE PROVISIONS OF