THE BORROWER THAT
PURSUANT TO THE REQUIREMENTS OF THE PATRIOT ACT, IT IS REQUIRED TO OBTAIN,
VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL
ALLOW SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE
BORROWER IN ACCORDANCE WITH THE PATRIOT ACT.
10.22
ELECTRONIC EXECUTION OF ASSIGNMENTS.
THE WORDS
"EXECUTION," "SIGNED," "SIGNATURE," AND WORDS OF LIKE IMPORT IN ANY ASSIGNMENT
AGREEMENT SHALL BE DEEMED TO INCLUDE ELECTRONIC SIGNATURES OR THE KEEPING OF
RECORDS IN ELECTRONIC FORM, EACH OF WHICH SHALL BE OF THE SAME LEGAL EFFECT,
VALIDITY OR ENFORCEABILITY AS A MANUALLY EXECUTED SIGNATURE OR THE USE OF A
PAPER-BASED RECORDKEEPING SYSTEM, AS THE CASE MAY BE, TO THE EXTENT AND AS
PROVIDED FOR IN ANY APPLICABLE LAW, INCLUDING THE FEDERAL ELECTRONIC SIGNATURES
IN GLOBAL AND NATIONAL COMMERCE ACT, THE NEW YORK STATE ELECTRONIC SIGNATURES
AND RECORDS ACT, OR ANY OTHER SIMILAR STATE LAWS BASED ON THE UNIFORM ELECTRONIC
TRANSACTIONS ACT.
10.23
REINSTATEMENT.
THIS AGREEMENT SHALL CONTINUE TO BE
EFFECTIVE, OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, OR ANY
PART THEREOF, OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE
RESTORED OR RETURNED BY THE ADMINISTRATIVE AGENT, LENDER OR ANY OTHER AGENT UPON
THE INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE
BORROWER OR ANY SUBSIDIARY, OR UPON OR AS A RESULT OF THE APPOINTMENT OF A
RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR OFFICER FOR, ANY
BORROWER OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR OTHERWISE, ALL AS THOUGH
SUCH PAYMENTS HAD NOT BEEN MADE.
SECTION 11.
SUBORDINATION
11.1
OBLIGATIONS SUBORDINATED TO SENIOR INDEBTEDNESS
OF THE BORROWER.
THE LENDERS COVENANT AND AGREE THAT PAYMENTS OF THE
OBLIGATIONS BY THE BORROWER SHALL BE SUBORDINATED IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION 11 TO THE PRIOR PAYMENT IN FULL, IN CASH OR CASH
EQUIVALENTS, OF ALL AMOUNTS PAYABLE IN RESPECT OF SENIOR INDEBTEDNESS OF THE
BORROWER, WHETHER NOW OUTSTANDING OR HEREAFTER CREATED (INCLUDING ANY INTEREST
ACCRUING SUBSEQUENT TO AN EVENT SPECIFIED IN SECTION 8.1(F) OR (G) WHETHER OR
NOT SUCH INTEREST IS AN ALLOWED CLAIM AGAINST THE BORROWER), THAT THE
SUBORDINATION IS FOR THE BENEFIT OF THE HOLDERS OF SENIOR INDEBTEDNESS OF THE
BORROWER, AND THAT EACH HOLDER OF SENIOR INDEBTEDNESS OF THE BORROWER WHETHER
NOW OUTSTANDING OR HEREAFTER CREATED, INCURRED, ASSUMED OR GUARANTEED SHALL BE
DEEMED TO HAVE ACQUIRED SENIOR INDEBTEDNESS OF THE BORROWER IN RELIANCE UPON THE
COVENANTS AND PROVISIONS CONTAINED IN THIS AGREEMENT.
89
11.2
PRIORITY AND PAYMENT OVER OF PROCEEDS IN CERTAIN
EVENTS.
(A)
SUBORDINATION ON DISSOLUTION, LIQUIDATION
OR REORGANIZATION OF THE BORROWER.
UPON ANY PAYMENT OR DISTRIBUTION OF ASSETS
OR SECURITIES OF THE BORROWER OF ANY KIND OR CHARACTER, WHETHER IN CASH,
PROPERTY OR SECURITIES, UPON ANY DISSOLUTION OR WINDING UP OR TOTAL OR PARTIAL
LIQUIDATION OR REORGANIZATION OF THE BORROWER, WHETHER VOLUNTARY OR INVOLUNTARY
OR IN BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR OTHER PROCEEDINGS, ALL SENIOR
INDEBTEDNESS OF THE