TO THE PRIOR PAYMENT IN FULL IN CASH OF THE
OBLIGATIONS.
EACH BORROWER HEREBY AGREES THAT AFTER THE OCCURRENCES AND DURING
THE CONTINUANCE OF ANY DEFAULT OR EVENT OF DEFAULT, SUCH BORROWER WILL NOT
DEMAND, SUE FOR OR OTHERWISE ATTEMPT TO COLLECT ANY INDEBTEDNESS OF ANY OTHER
BORROWER OWING TO SUCH BORROWER UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN
FULL IN CASH.
IF, NOTWITHSTANDING THE FOREGOING SENTENCE, SUCH BORROWER SHALL
COLLECT, ENFORCE OR RECEIVE ANY AMOUNTS IN RESPECT OF SUCH INDEBTEDNESS BEFORE
PAYMENT IN FULL IN CASH OF THE OBLIGATIONS, SUCH AMOUNTS SHALL BE COLLECTED,
ENFORCED, RECEIVED BY SUCH BORROWER AS TRUSTEE FOR THE ADMINISTRATIVE AGENT AND
BE PAID OVER TO THE ADMINISTRATIVE AGENT FOR THE PRO RATA ACCOUNTS OF THE
RELEVANT LENDERS (IN ACCORDANCE WITH EACH SUCH LENDER'S APPLICABLE PERCENTAGE)
TO BE APPLIED TO REPAY (OR BE HELD AS SECURITY FOR THE REPAYMENT OF) THE
OBLIGATIONS.
(I)
THE PROVISIONS OF THIS SECTION 10.12 ARE MADE FOR THE BENEFIT OF
THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS AND THEIR SUCCESSORS
AND ASSIGNS, AND MAY BE ENFORCED IN GOOD FAITH BY THEM FROM TIME TO TIME AGAINST
ANY OR ALL OF THE BORROWERS AS OFTEN AS THE OCCASION THEREFOR MAY ARISE AND
WITHOUT REQUIREMENT ON THE PART OF THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR
THE LENDERS FIRST TO MARSHAL ANY OF THEIR CLAIMS OR TO EXERCISE ANY OF THEIR
RIGHTS AGAINST ANY OTHER BORROWER OR TO EXHAUST ANY REMEDIES AVAILABLE TO THEM
AGAINST ANY OTHER BORROWER OR TO RESORT TO ANY OTHER SOURCE OR MEANS OF
OBTAINING PAYMENT OF ANY OF THE OBLIGATIONS HEREUNDER OR TO ELECT ANY OTHER
REMEDY.
THE PROVISIONS OF THIS SECTION 10.12 SHALL REMAIN IN EFFECT UNTIL ALL
OF THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL OR OTHERWISE FULLY SATISFIED.
IF AT ANY TIME, ANY PAYMENT, OR ANY PART THEREOF, MADE IN RESPECT OF ANY OF THE
OBLIGATIONS, IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY THE
ADMINISTRATIVE AGENT, THE L/C ISSUER OR THE LENDERS UPON THE INSOLVENCY,
BANKRUPTCY OR REORGANIZATION OF ANY OF THE BORROWERS OR IS REPAID IN GOOD FAITH
SETTLEMENT OF A PENDING OR THREATENED AVOIDANCE CLAIM, OR OTHERWISE, THE
PROVISIONS OF THIS SECTION 10.12 WILL FORTHWITH BE REINSTATED IN EFFECT, AS
THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
(J)
EACH OF THE BORROWERS HEREBY APPOINTS THE PARENT, AND THE PARENT
HEREBY AGREES, TO ACT AS ITS REPRESENTATIVE AND AUTHORIZED SIGNOR WITH RESPECT
TO ANY NOTICES, DEMANDS,
124
COMMUNICATIONS OR REQUESTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY LOAN NOTICE, LETTER OF CREDIT
APPLICATION AND COMPLIANCE CERTIFICATES AND PURSUANT TO SECTION 10.02 OF THIS
AGREEMENT.
(K)
IT IS THE INTENTION AND AGREEMENT OF THE BORROWERS AND THE LENDERS
THAT THE OBLIGATIONS OF THE BORROWERS UNDER THIS AGREEMENT SHALL BE VALID AND
ENFORCEABLE AGAINST THE BORROWERS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW.
ACCORDINGLY, IF ANY PROVISION OF THIS AGREEMENT CREATING ANY OBLIGATION OF
THE BORROWERS IN FAVOR