PROVISIONS OF SECTIONS 3, 4, AND 5, ANY SUBORDINATED DEBT
PAYMENTS SHALL BE RECEIVED IN CONTRAVENTION OF SUCH SECTIONS 3, 4, AND 5 BY ANY
OBLIGOR BEFORE ALL SENIOR DEBT IS PAID, IN FULL, IN CASH OR CASH EQUIVALENTS,
SUCH SUBORDINATED DEBT PAYMENTS SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE
LENDER GROUP AND SHALL BE PAID OVER OR DELIVERED TO COLLATERAL AGENT FOR THE
BENEFIT OF THE LENDER GROUP FOR APPLICATION TO THE PAYMENT, IN FULL, IN CASH OR
CASH EQUIVALENTS OF ALL SENIOR DEBT REMAINING UNPAID TO THE EXTENT NECESSARY TO
GIVE EFFECT TO SUCH SECTIONS 3, 4, AND 5, AFTER GIVING EFFECT TO ANY CONCURRENT
PAYMENTS OR DISTRIBUTIONS TO THE LENDER GROUP IN RESPECT OF THE SENIOR DEBT.
SECTION 7
AUTHORIZATION TO COLLATERAL AGENT.
IF, WHILE ANY
SUBORDINATED DEBT IS OUTSTANDING, ANY INSOLVENCY EVENT SHALL OCCUR AND BE
CONTINUING WITH RESPECT TO THE OTHER OBLIGOR OR ITS PROPERTY:
(I) COLLATERAL
AGENT, ON BEHALF OF THE LENDER GROUP, HEREBY IS IRREVOCABLY AUTHORIZED AND
EMPOWERED (IN THE NAME OF EACH OBLIGOR OR OTHERWISE), BUT SHALL HAVE NO
OBLIGATION, TO DEMAND, SUE FOR, COLLECT, AND RECEIVE EVERY PAYMENT OR
DISTRIBUTION IN RESPECT OF THE SUBORDINATED DEBT AND GIVE ACQUITTANCE THEREFOR
AND TO FILE CLAIMS AND PROOFS OF CLAIM AND TAKE SUCH OTHER ACTION (INCLUDING
VOTING THE SUBORDINATED DEBT) AS IT MAY DEEM NECESSARY OR ADVISABLE FOR THE
EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OR INTERESTS OF THE LENDER GROUP;
AND (II) EACH OBLIGOR SHALL PROMPTLY TAKE SUCH ACTION AS COLLATERAL AGENT
REASONABLY MAY REQUEST (A) TO COLLECT THE SUBORDINATED DEBT FOR THE ACCOUNT OF
THE LENDER GROUP AND TO FILE APPROPRIATE CLAIMS OR PROOFS OF CLAIM IN RESPECT OF
THE SUBORDINATED DEBT, (B) TO EXECUTE AND DELIVER TO COLLATERAL AGENT SUCH
POWERS OF ATTORNEY, ASSIGNMENTS, AND OTHER INSTRUMENTS AS IT MAY REQUEST TO
ENABLE IT TO ENFORCE ANY AND ALL CLAIMS WITH RESPECT TO THE SUBORDINATED DEBT,
AND (C) TO COLLECT AND RECEIVE ANY AND ALL SUBORDINATED DEBT PAYMENTS.
SECTION 8
CERTAIN AGREEMENTS OF EACH OBLIGOR.
(A)
NO BENEFITS.
EACH OBLIGOR UNDERSTANDS THAT THERE MAY BE VARIOUS
AGREEMENTS BETWEEN THE LENDER GROUP AND ANY OTHER OBLIGOR EVIDENCING AND
GOVERNING THE SENIOR DEBT, AND EACH OBLIGOR ACKNOWLEDGES AND AGREES THAT SUCH
AGREEMENTS ARE NOT INTENDED TO CONFER ANY BENEFITS ON SUCH OBLIGOR AND THAT THE
LENDER GROUP AND COLLATERAL AGENT ON BEHALF
4
THEREOF SHALL HAVE NO OBLIGATION TO SUCH OBLIGOR OR ANY OTHER PERSON TO EXERCISE
ANY RIGHTS, ENFORCE ANY REMEDIES, OR TAKE ANY ACTIONS WHICH MAY BE AVAILABLE TO
THEM UNDER SUCH AGREEMENTS.
(B)
NO INTERFERENCE.
EACH OBLIGOR ACKNOWLEDGES THAT EACH OTHER
OBLIGOR HAS GRANTED TO COLLATERAL AGENT FOR THE BENEFIT OF THE LENDER GROUP
SECURITY INTERESTS IN ALL OF SUCH OTHER OBLIGOR'S ASSETS, AND AGREES NOT TO
INTERFERE WITH OR IN ANY MANNER OPPOSE A DISPOSITION OF ANY COLLATERAL BY THE
LENDER GROUP, OR COLLATERAL AGENT ON BEHALF THEREOF, IN ACCORDANCE WITH
APPLICABLE LAW.
(C)
RELIANCE BY THE LENDER GROUP.
EACH OBLIGOR ACKNOWLEDGES