OF ANY KNOWLEDGE THEREOF THE LENDER GROUP OR COLLATERAL AGENT ON
BEHALF THEREOF MAY HAVE OR OTHERWISE BE CHARGED WITH.
(G)
FINANCIAL CONDITION OF THE OBLIGORS.
EXCEPT AS PROVIDED UNDER THE
FINANCING AGREEMENT, EACH OBLIGOR SHALL NOT HAVE ANY RIGHT TO REQUIRE THE LENDER
GROUP TO OBTAIN OR DISCLOSE ANY INFORMATION WITH RESPECT TO:
(I) THE FINANCIAL
CONDITION OR CHARACTER OF ANY OTHER OBLIGOR OR THE ABILITY OF THE OTHER OBLIGOR
TO PAY AND PERFORM SENIOR DEBT; (II) THE SENIOR DEBT; (III) THE COLLATERAL OR
OTHER SECURITY FOR ANY OR ALL OF THE SENIOR DEBT; (IV) THE EXISTENCE OR
NONEXISTENCE OF ANY GUARANTEES OF, OR ANY OTHER SUBORDINATION AGREEMENTS WITH
RESPECT TO, ALL OR ANY PART OF THE SENIOR DEBT; (V) ANY ACTION OR INACTION ON
THE PART OF THE LENDER GROUP OR ANY OTHER PERSON; OR (VI) ANY OTHER MATTER,
FACT, OR OCCURRENCE WHATSOEVER.
(H)
ACQUISITION OF LIENS OR GUARANTIES.
EXCEPT AS PERMITTED UNDER THE
FINANCING AGREEMENT, EACH OBLIGOR SHALL NOT, WITHOUT THE PRIOR CONSENT OF
COLLATERAL AGENT (SUCH CONSENT NOT TO BE WITHHELD UNREASONABLY), ACQUIRE ANY
RIGHT OR INTEREST IN OR TO ANY COLLATERAL NOT OWNED BY SUCH OBLIGOR OR ACCEPT
ANY GUARANTIES FOR THE SUBORDINATED DEBT.
SECTION 9
SUBROGATION.
(A)
SUBROGATION.
UNTIL THE PAYMENT AND PERFORMANCE IN FULL IN CASH OF
ALL SENIOR DEBT (OR THE COLLATERALIZATION THEREOF IN A MANNER REASONABLY
SATISFACTORY TO COLLATERAL AGENT), EACH 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 THE LENDER
GROUP 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 THE LENDER
GROUP 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 THE LENDER GROUP OF ANY CASH,
PROPERTY, OR SECURITIES TO WHICH ANY OBLIGOR WOULD BE ENTITLED EXCEPT FOR THE
PROVISIONS OF SECTION 3, 4, OR 5 SHALL, AS AMONG SUCH OBLIGOR, ITS CREDITORS
(OTHER THAN THE LENDER GROUP), AND THE OTHER OBLIGOR, 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, 4, OR 5 SHALL HAVE BEEN APPLIED PURSUANT TO THE PROVISIONS OF SECTION
3, 4, OR 5 TO THE PAYMENT OF ALL AMOUNTS PAYABLE UNDER THE SENIOR DEBT, SUCH
OBLIGOR SHALL BE ENTITLED TO RECEIVE FROM THE LENDER GROUP ANY PAYMENTS OR
DISTRIBUTIONS RECEIVED BY THE LENDER GROUP IN EXCESS OF THE AMOUNT SUFFICIENT TO
PAY IN FULL IN CASH ALL AMOUNTS PAYABLE UNDER OR IN RESPECT OF THE SENIOR DEBT.
IF ANY SUCH EXCESS PAYMENT IS MADE TO THE LENDER GROUP, THE LENDER GROUP SHALL
PROMPTLY REMIT SUCH EXCESS TO