AGENT OR LENDER HEREUNDER
OR UNDER ANY OTHER LOAN DOCUMENTS ARE HEREBY EXPRESSLY MADE SUBORDINATE AND
JUNIOR IN RIGHT OF PAYMENT, WITHOUT LIMITATION AS TO ANY INCREASES IN THE
OBLIGATIONS ARISING HEREUNDER OR THEREUNDER, TO THE PRIOR PAYMENT IN FULL IN
CASH OF THE OBLIGATIONS AND, IN THE EVENT OF ANY INSOLVENCY, BANKRUPTCY,
RECEIVERSHIP, LIQUIDATION, REORGANIZATION OR OTHER SIMILAR PROCEEDING UNDER THE
LAWS OF ANY JURISDICTION RELATING TO ANY BORROWER, ITS DEBTS OR ITS ASSETS,
WHETHER VOLUNTARY OR INVOLUNTARY, ALL SUCH OBLIGATIONS SHALL BE PAID IN FULL IN
CASH BEFORE ANY PAYMENT OR DISTRIBUTION OF ANY CHARACTER, WHETHER IN CASH,
SECURITIES OR OTHER PROPERTY, SHALL BE MADE TO ANY OTHER BORROWER THEREFOR.
(K)
EACH BORROWER HEREBY AGREES THAT, AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY DEFAULT OR EVENT OF DEFAULT, THE PAYMENT OF ANY AMOUNTS DUE
WITH RESPECT TO THE INDEBTEDNESS OWING BY ANY BORROWER TO ANY OTHER BORROWER IS
HEREBY SUBORDINATED TO THE PRIOR PAYMENT IN FULL IN CASH OF THE OBLIGATIONS.
EACH BORROWER HEREBY AGREES THAT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE
OF ANY DEFAULT OR EVENT OF DEFAULT, SUCH BORROWER WILL
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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,
such amounts shall be collected, enforced and received by such Borrower as
trustee for Agent, and such Borrower shall deliver any such amounts to Agent for
application to the Obligations in accordance with Section 2.4(b).
3.
CONDITIONS; TERM OF AGREEMENT.
3.1
Conditions Precedent to the Initial
Extension of Credit.
The obligation of each Lender to make its initial
extension of credit provided for hereunder, is subject to the fulfillment, to
the satisfaction of Agent and each Lender of each of the conditions precedent
set forth on Schedule 3.1 (the making of such initial extension of credit by a
Lender being conclusively deemed to be its satisfaction or waiver of the
conditions precedent).
3.2
Conditions Precedent to all Extensions of
Credit.
The obligation of the Lender Group (or any member thereof) to make any
Advances hereunder at any time (or to extend any other credit hereunder) shall
be subject to the following conditions precedent:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT OR IN THE
OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE DATE OF SUCH EXTENSION OF CREDIT, AS THOUGH MADE ON AND AS OF SUCH
DATE (EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE
SOLELY TO AN EARLIER DATE);
(B)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING ON THE
DATE OF SUCH EXTENSION OF CREDIT, NOR SHALL EITHER RESULT FROM THE MAKING
THEREOF;
(C)
NO INJUNCTION, WRIT, RESTRAINING ORDER, OR OTHER ORDER OF ANY NATURE
RESTRICTING OR PROHIBITING, DIRECTLY OR INDIRECTLY, THE EXTENDING OF