WHETHER IN CASH, PROPERTY,
OR SECURITIES, UPON THE DISSOLUTION, WINDING UP, OR TOTAL OR PARTIAL LIQUIDATION
OR REORGANIZATION, READJUSTMENT, ARRANGEMENT, OR SIMILAR PROCEEDING RELATING TO
SUCH OTHER OBLIGOR OR ITS PROPERTY, WHETHER VOLUNTARY OR INVOLUNTARY, OR IN
BANKRUPTCY, INSOLVENCY, RECEIVERSHIP, ARRANGEMENT, OR SIMILAR PROCEEDINGS OR
UPON AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR UPON ANY OTHER MARSHALING OR
COMPOSITION OF THE ASSETS AND LIABILITIES OF SUCH OTHER OBLIGOR, OR OTHERWISE
(SUCH EVENTS, COLLECTIVELY, THE "INSOLVENCY EVENTS"):
(I) ALL AMOUNTS OWING ON
ACCOUNT OF THE SENIOR DEBT SHALL FIRST BE PAID, IN FULL, IN CASH, OR PAYMENT
PROVIDED FOR IN CASH OR IN CASH EQUIVALENTS, BEFORE ANY SUBORDINATED DEBT
PAYMENT IS MADE; AND (II) TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY
SUBORDINATED DEBT PAYMENT TO WHICH SUCH OBLIGOR WOULD BE ENTITLED EXCEPT FOR THE
PROVISIONS HEREOF, SHALL BE PAID OR DELIVERED BY THE TRUSTEE IN BANKRUPTCY,
RECEIVER, ASSIGNEE FOR THE BENEFIT OF CREDITORS, OR OTHER LIQUIDATING AGENT
MAKING SUCH PAYMENT OR DISTRIBUTION DIRECTLY TO COLLATERAL AGENT FOR THE BENEFIT
OF THE LENDER GROUP FOR APPLICATION TO THE PAYMENT OF THE SENIOR DEBT IN
ACCORDANCE WITH CLAUSE (I), AFTER GIVING EFFECT TO ANY CONCURRENT PAYMENT OR
DISTRIBUTION OR PROVISION THEREFOR TO THE LENDER GROUP, OR COLLATERAL AGENT FOR
THE BENEFIT THEREOF, IN RESPECT OF SUCH SENIOR DEBT.
SECTION 4
PAYMENTS ON SUBORDINATED DEBT.
(A)
PERMITTED PAYMENTS.
SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, EACH OBLIGOR MAY MAKE, AND EACH OTHER OBLIGOR SHALL BE
ENTITLED TO ACCEPT AND RECEIVE, PAYMENTS ON ACCOUNT OF THE SUBORDINATED DEBT IN
THE ORDINARY COURSE OF BUSINESS.
(B)
NO PAYMENT UPON SENIOR DEBT DEFAULTS.
UPON THE OCCURRENCE OF ANY
EVENT OF DEFAULT, AND UNTIL SUCH EVENT OF DEFAULT IS CURED OR WAIVED, EACH
OBLIGOR SHALL NOT MAKE, AND EACH OTHER OBLIGOR SHALL NOT ACCEPT OR RECEIVE, ANY
SUBORDINATED DEBT PAYMENT.
SECTION 5
SUBORDINATION OF REMEDIES.
AS LONG AS ANY SENIOR DEBT
SHALL REMAIN OUTSTANDING AND UNPAID, FOLLOWING THE OCCURRENCE OF ANY EVENT OF
DEFAULT AND UNTIL SUCH EVENT OF DEFAULT IS CURED OR WAIVED, EACH OBLIGOR SHALL
NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF COLLATERAL AGENT:
3
(A)
ACCELERATE, MAKE DEMAND, OR OTHERWISE MAKE DUE AND PAYABLE PRIOR
TO THE ORIGINAL DUE DATE THEREOF ANY SUBORDINATED DEBT OR BRING SUIT OR
INSTITUTE ANY OTHER ACTIONS OR PROCEEDINGS TO ENFORCE ITS RIGHTS OR INTERESTS IN
RESPECT OF THE OBLIGATIONS OF ANY OTHER OBLIGOR OWING TO SUCH OBLIGOR;
(B)
EXERCISE ANY RIGHTS UNDER OR WITH RESPECT TO GUARANTIES OF THE
SUBORDINATED DEBT, IF ANY;
(C)
EXERCISE ANY RIGHTS TO SET-OFFS AND COUNTERCLAIMS IN RESPECT OF
ANY INDEBTEDNESS, LIABILITIES, OR OBLIGATIONS OF SUCH OBLIGOR TO ANY OTHER
OBLIGOR AGAINST ANY OF THE SUBORDINATED DEBT; OR
(D)
COMMENCE, OR CAUSE TO BE COMMENCED, OR JOIN WITH ANY CREDITOR
OTHER THAN THE LENDER GROUP, OR COLLATERAL AGENT ON BEHALF THEREOF, IN
COMMENCING, ANY BANKRUPTCY, INSOLVENCY, OR RECEIVERSHIP PROCEEDING AGAINST THE
OTHER OBLIGOR.
SECTION 6
PAYMENT OVER TO COLLATERAL AGENT.
IN THE EVENT THAT,
NOTWITHSTANDING THE