Common use of Rights and Obligations of the Lenders Clause in Contracts

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account of any Guarantee Obligation (other than as permitted by Sections (a) and (b) of this Section 11.2) at a time when such payment is prohibited by this Section 11.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments all Guarantor Senior Debt in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 11 will limit the right of the Lenders to take any action to accelerate the maturity of the Loans pursuant to Section 7 or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor Senior Debt is outstanding, no Guarantor shall make any payment on account of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that time. Upon any payment or distribution of assets or securities referred to in this Section 11, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior Debt, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 11. The Guarantors shall give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt or under any agreement pursuant to which Guarantor Senior Debt may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses of the Representatives of holders of such Guarantor Senior Debt. With respect to the holders and owners of Guarantor Senior Debt, each Lender undertakes to perform only such obligations on the part of the Lenders as are specifically set forth in this Section 11, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt or to the agent under the Senior Secured Credit Agreement or any Representative of the holders of the Guarantor Senior Debt.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account of any Guarantee Obligation (other than as permitted by Sections (a) and (b) of this Section 11.28.2) at a time when such payment is prohibited by this Section 11.28.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt of the Company and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt of the Company remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments all Guarantor Senior Debt of the Company in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 11 will limit the right Debt of the Lenders to take any action to accelerate the maturity Company. If payment of the Loans pursuant to Section 7 or to pursue Obligations is accelerated because of an Event of Default, the Company shall promptly notify the Representative of the holders of Senior Debt of the Company of the acceleration. If any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor Senior Debt is outstanding, no Guarantor shall the Company may not make any payment on account of the Guarantee such accelerated Obligations until five Business Days after the such Representative of the holders of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 8 otherwise permits payment at that time. Upon any payment or distribution of assets or securities referred to in this Section 118, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtDebt of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 118. The Guarantors Company shall give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt of the Company or under any agreement pursuant to which Guarantor Senior Debt of the Company may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses of the Representatives of holders of such Guarantor Senior DebtDebt of the Company. With respect to the holders and owners of Guarantor Senior DebtDebt of the Company, each Lender undertakes to perform only such obligations on the part of the Lenders such Lender as are specifically set forth in this Section 118, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt of the Company shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt of the Company or to the agent under the Senior Secured Credit Agreement or any Representative of the holders of the Guarantor Senior DebtDebt of the Company.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, the Administrative Agent or any Lender shall have received any payment on account of any Guarantee Obligation (other than as permitted by Sections (a) and (b) of this Section 11.2) at a time when such payment is prohibited by this Section 11.2subsection 8.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt of Company and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt of Company remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt of Company in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior DebtDebt of Company. Nothing contained in this Section 11 will limit the right If payment of the Lenders to take any action to accelerate Obligations is accelerated because of an Event of Default, Company shall promptly notify the maturity agent or other representatives for Senior Debt of Company of the Loans pursuant to Section 7 or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor Senior Debt is outstanding, no Guarantor shall make any payment on account of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that timeacceleration. Upon any payment or distribution of assets or securities referred to in this Section 118, the Lenders and Administrative Agent (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders or Administrative Agent for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtDebt of Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 118. The Guarantors Administrative Agent shall not at any time be charged with the knowledge of the existence of any facts that would prohibit the making of any payment to or by Administrative Agent under this Section 8, unless and until Administrative Agent shall have received written notice thereof from Company or one or more holders of the Senior Debt of Company or a representative of any holders of such Senior Debt; and, prior to the receipt of any such written notice, Administrative Agent shall be entitled to assume conclusively that no such facts exist. Administrative Agent shall be entitled to rely on the delivery to it of written notice by a Person representing itself to be a holder of the Senior Debt of Company (or a representative thereof) to establish that such notice has been given. Company shall promptly give written notice to Administrative Agent and each of the Lenders of any default or event of default under any Guarantor Senior Debt of Company or under any agreement pursuant to which Guarantor Senior Debt of Company may have been issued, and, in the event of any such event of default, shall provide to the Administrative Agent the names and addresses address of the Representatives trustees or other representatives of holders of such Guarantor Senior DebtDebt of Company. With respect to the holders and owners of Guarantor Senior DebtDebt of Company, Administrative Agent and each Lender undertakes undertake to perform only such obligations on the part of Administrative Agent or such Lender, as the Lenders case may be, as are specifically set forth in this Section 118, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt of Company shall be read into this Agreement against Administrative Agent or the Lenders. The Administrative Agent and the Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt of Company or to the agent under the Senior Secured Credit Agreement or any Representative other representative of the holders of the Guarantor Senior Debt of Company. Administrative Agent in its individual or any other capacity may hold Indebtedness of Company (including Senior Debt) with the same rights it would have if it were not Administrative Agent.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account in respect of any Guarantee Obligation (other than as permitted by Sections (a) and (b) of this Section 11.28.2) at a time when such payment is prohibited by this Section 11.28.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Borrower and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Borrower remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness of the Borrower in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 11 will limit the right Indebtedness of the Lenders to take any action to accelerate the maturity Borrower. If payment in respect of the Loans pursuant to Section 7 Obligations is accelerated because of an Event of Default, the Borrower shall promptly notify the agent or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor other representatives for Senior Debt is outstanding, no Guarantor shall make any payment on account Indebtedness of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice Borrower of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that timeacceleration. Upon any payment or distribution of assets or securities referred to in this Section 118, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 118. The Guarantors Borrower shall promptly give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness of the Borrower or under any agreement pursuant to which Guarantor Senior Debt Indebtedness of the Borrower may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses address of the Representatives trustees or other representatives of holders of such Guarantor Senior DebtIndebtedness of the Borrower. With respect to the holders and owners of Guarantor Senior DebtIndebtedness of the Borrower, each Lender undertakes to perform only such obligations on the part of the Lenders such Lender as are specifically set forth in this Section 118, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness of the Borrower shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness of the Borrower or to the any agent under the Senior Secured Credit Agreement Facility or any Representative other representative of the holders of the Guarantor Senior DebtIndebtedness of the Borrower.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account of any Guarantee Obligation (other than as permitted by Sections (a5.2(a) and (b) of this Section 11.2)) at a time when such payment is prohibited by this Section 11.25.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt of the Borrower and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt of the Borrower remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments cash equivalent investments all Guarantor Senior Debt of the Borrower in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 11 will limit the right Debt of the Lenders to take any action to accelerate the maturity Borrower. If payment of the Loans pursuant to Section 7 or to pursue Obligations is accelerated because of an Event of Default, the Borrower shall promptly notify the Representative of the holders of Senior Debt of the Borrower of the acceleration. If any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor Senior Debt is outstanding, no Guarantor shall the Borrower may not make any payment on account of the Guarantee such accelerated Obligations until five Business Days after the such Representative of the holders of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 Article V otherwise permits payment at that time. Upon any payment or distribution of assets or securities referred to in this Section 11Article V, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtDebt of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 11. The Guarantors shall give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt or under any agreement pursuant to which Guarantor Senior Debt may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses of the Representatives of holders of such Guarantor Senior Debt. With respect to the holders and owners of Guarantor Senior Debt, each Lender undertakes to perform only such obligations on the part of the Lenders as are specifically set forth in this Section 11, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt or to the agent under the Senior Secured Credit Agreement or any Representative of the holders of the Guarantor Senior Debt.Article

Rights and Obligations of the Lenders. In the event that, ------------------------------------- notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account or distribution in respect of any Guarantee Obligation with respect to the Loans (other than as permitted by Sections (a) and (b) of this Section SECTION 11.2) at a time when such payment is prohibited by this Section SECTION 11.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness in accordance with their its terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior DebtIndebtedness. Nothing contained in this Section SECTION 11 will limit the right of the Lenders to take any action to accelerate the maturity of the Loans pursuant to Section SECTION 7 or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor Senior Debt is outstanding, no Guarantor shall make any payment on account of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that time. Upon any payment or distribution of assets or securities referred to in this Section SECTION 11, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders Lender for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 11. The Guarantors shall give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt or under any agreement pursuant to which Guarantor Senior Debt may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses of the Representatives of holders of such Guarantor Senior Debt. With respect to the holders and owners of Guarantor Senior Debt, each Lender undertakes to perform only such obligations on the part of the Lenders as are specifically set forth in this Section 11, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt or to the agent under the Senior Secured Credit Agreement or any Representative of the holders of the Guarantor Senior Debt.paid

Rights and Obligations of the Lenders. In the event that, ------------------------------------- notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account in respect of any Guarantee Obligation with respect to the Bridge Loan (other than as permitted by Sections (a) and (b) of this Section 11.2) at a time when such payment is prohibited by this Section 11.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness in accordance with their the terms thereof after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior DebtIndebtedness. Nothing contained in this Section 11 will limit the right of the Lenders to take any action to accelerate the maturity of the Loans Bridge Loan pursuant to Section 7 or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor Senior Debt is outstanding, no Guarantor shall make any payment on account of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that time. Upon any payment or distribution of assets or securities referred to in this Section 11, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders Lender for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon hereon and all other facts pertinent thereto or to this Section 11. The Guarantors shall promptly give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness or under any agreement pursuant to which Guarantor Senior Debt Indebtedness may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses of the Representatives trustees or other representatives of holders of such Guarantor Senior DebtIndebtedness. With respect to the holders and owners of Guarantor Senior DebtIndebtedness, each Lender undertakes to perform only such obligations on the part of the Lenders such Lender as are specifically set forth in this Section 11, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness or to the agent under the Senior Secured Credit Agreement Facility or any Representative other representative of the holders of the Guarantor Senior DebtIndebtedness.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account of any Guarantee Obligation (other than as permitted by Sections (asubsections 8.2(a) and (b) of this Section 11.2) )), whether in cash, property or securities at a time when such payment is prohibited by this Section 11.2subsection 8.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Borrower and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Borrower remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness of the Borrower in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior DebtIndebtedness of the Borrower. Nothing contained in this Section 11 8 will limit the right of the Agent or the Lenders to take any action to accelerate the maturity of the Loans pursuant to Section 7 subsection 7.1 or to pursue any rights or remedies hereunder or otherwise; provided, however, provided that if all Senior Indebtedness of the Borrower thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Agent or any Guarantor Senior Debt Lender is outstanding, no Guarantor shall make entitled to receive any payment on account of any kind or character with respect to the Obligations. If payment of the Guarantee Obligations until five Business Days after is accelerated because of an Event of Default, the Representative Borrower shall promptly notify the Senior Representatives for Senior Indebtedness of the holders Borrower of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that timeacceleration. Upon any payment or distribution of assets or securities referred to in this Section 118, the Agent and the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Agent or the Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 118. The Guarantors Borrower shall give written notice to each of the Lenders Agent of any default or event of default under any Guarantor Senior Debt Indebtedness of the Borrower or under any agreement pursuant to which Guarantor Senior Debt Indebtedness of the Borrower may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses address of the Representatives Senior Representative of the holders of such Guarantor Senior DebtIndebtedness of the Borrower. With respect to the holders and owners of Guarantor Senior DebtIndebtedness of the Borrower, the Agent and each Lender undertakes to perform only such obligations on the part of the Lenders Agent and such Lender as are specifically set forth in this Section 118, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness of the Borrower shall be read into this Agreement against the Agent or the Lenders. The Neither the Agent nor the Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness of the Borrower or to the agent under the Senior Secured Credit Agreement or any Representative other representative of the holders of the Guarantor Senior DebtIndebtedness of the Borrower.

Rights and Obligations of the Lenders. In the event that, ------------------------------------- notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account in respect of any Guarantee Obligation (other than as permitted by Sections (a) and (b) of this Section 11.28.2) at a time when such payment is prohibited by this Section 11.28.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Company and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Company remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness of the Company in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 11 will limit the right Indebtedness of the Lenders to take any action to accelerate the maturity Company. If payment in respect of the Loans pursuant to Section 7 Obligations is accelerated because of an Event of Default, the Company shall promptly notify the agent or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor other representatives for Senior Debt is outstanding, no Guarantor shall make any payment on account Indebtedness of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice Company of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that timeacceleration. Upon any payment or distribution of assets or securities referred to in this Section 118, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 118. The Guarantors Company shall promptly give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness of the Company or under any agreement pursuant to which Guarantor Senior Debt Indebtedness of the Company may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses address of the Representatives trus- tees or other representatives of holders of such Guarantor Senior DebtIndebtedness of the Company. With respect to the holders and owners of Guarantor Senior DebtIndebtedness of the Company, each Lender undertakes to perform only such obligations on the part of the Lenders such Lender as are specifically set forth in this Section 118, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness of the Company shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness of the Company or to the any agent under the Senior Secured Credit Agreement Facility or any Representative other representative of the holders of the Guarantor Senior DebtIndebtedness of the Company.

Rights and Obligations of the Lenders. In the event that, ------------------------------------- notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent Agents or any Lender shall have received any payment on account in respect of any Guarantee Obligation (other than as permitted by Sections (a) and (b) of this Section 11.28.2) at a time when such payment is prohibited by this Section 11.28.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Borrowers and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Borrowers remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness of the Borrowers in accordance with their the terms thereof after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 11 will limit the right Indebtedness of the Lenders to take any action to accelerate the maturity Borrowers. If payment in respect of the Loans pursuant to Section 7 Obligations is accelerated because of an Event of Default, the Borrowers shall promptly notify the agent or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor other representatives for Senior Debt is outstanding, no Guarantor shall make any payment on account Indebtedness of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice Borrowers of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that timeacceleration. Upon any payment or distribution of assets or securities referred to in this Section 118, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness of the Borrowers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 118. The Guarantors Borrowers shall promptly give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness of the Borrowers or under any agreement pursuant to which Guarantor Senior Debt Indebtedness of the Borrowers may have been issued, and, in the event of any such event of default, shall provide to the Agent First Union the names and addresses of the Representatives trustees or other representatives of holders of such Guarantor Senior DebtIndebtedness of the Borrowers. With respect to the holders and owners of Guarantor Senior DebtIndebtedness of the Borrowers, each Lender undertakes to perform only such obligations on the part of the Lenders such Lender as are specifically set forth in this Section 118, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness of the Borrowers shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness of the Borrowers or to the any agent under the Senior Secured Credit Agreement Facility or any Representative other representative of the holders of the Guarantor Senior DebtIndebtedness of the Borrowers.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment or distribution on account of any Guarantee Obligation (other than as permitted by Sections (a) and (b) of this Section 11.2) with respect to the Loans at a time when such payment is prohibited by this Section 11.212.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior DebtIndebtedness. Nothing contained in this Section 11 12 will limit the right of the Lenders to take any action to accelerate the maturity of the Loans pursuant to Section 7 8 or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor Senior Debt is outstanding, no Guarantor shall make any payment on account of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that time. Upon any payment or distribution of cash, Cash Equivalents, assets or securities referred to in this Section 1112, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders Lender for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 1112. The Guarantors shall give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness or under any agreement pursuant to which Guarantor Senior Debt Indebtedness may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses address of the Representatives trustees or other representatives of holders of such Guarantor Senior DebtIndebtedness. With respect to the holders and owners of Guarantor Senior DebtIndebtedness, each Lender undertakes to perform only such obligations on the part of the Lenders such Lender as are specifically set forth in this Section 1112, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness or to the agent under the Senior Secured Credit Agreement Facilities or any Representative other representative of the holders of the Guarantor Senior DebtIndebtedness, other than those specifically set forth in this Section 12.

Rights and Obligations of the Lenders. In the event that, ------------------------------------- notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account in respect of any Guarantee Obligation Obliga- tion with respect to the Loans (other than as permitted by Sections (a) and (b) of this Section 11.2) at a time when such payment is prohibited by this Section 11.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior DebtIndebtedness. Nothing contained in this Section 11 will limit the right of the Lenders to take any action to accelerate the maturity of the Loans pursuant to Section 7 or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor Senior Debt is outstanding, no Guarantor shall make any payment on account of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that time. Upon any payment or distribution of assets or securities referred to in this Section 11, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders Lender for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 11. The Guarantors shall promptly give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness or under any agreement pursuant to which Guarantor Senior Debt Indebtedness may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses address of the Representatives trustees or other representatives of holders of such Guarantor Senior DebtIndebtedness. With respect to the holders and owners of Guarantor Senior DebtIndebtedness, each Lender undertakes to perform only such obligations on the part of the Lenders such Lender as are specifically set forth in this Section 11, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness or to the agent under the Senior Secured Credit Agreement Facility or any Representative other representative of the holders of the Guarantor Senior DebtIndebtedness.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent or any Lender shall have received any payment on account in respect of any Guarantee Obligation (other than as permitted by Sections (a) and (b) of this Section 11.28.2) at a time when such payment is prohibited by this Section 11.28.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Company and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness of the Company remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness of the Company in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 11 will limit the right Indebtedness of the Lenders to take any action to accelerate the maturity Company. If payment in respect of the Loans pursuant to Section 7 Obligations is accelerated because of an Event of Default, the Company shall promptly notify the agent or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor other representatives for Senior Debt is outstanding, no Guarantor shall make any payment on account Indebtedness of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice Company of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that timeacceleration. Upon any payment or distribution of assets or securities referred to in this Section 118, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 118. The Guarantors Company shall promptly give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness of the Company or under any agreement pursuant to which Guarantor Senior Debt Indebtedness of the Company may have been issued, and, in the event of any such event of default, shall provide to the Agent the names and addresses address of the Representatives trustees or other representatives of holders of such Guarantor Senior DebtIndebtedness of the Company. With respect to the holders and owners of Guarantor Senior DebtIndebtedness of the Company, each Lender undertakes to perform only such obligations on the part of the Lenders such Lender as are specifically set forth in this Section 118, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness of the Company shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness of the Company or to the any agent under the Senior Secured Credit Agreement Facility or any Representative other representative of the holders of the Guarantor Senior DebtIndebtedness of the Company.

Rights and Obligations of the Lenders. In the event that, ------------------------------------- notwithstanding the foregoing provisions prohibiting such payment or distribution, the Agent Agents or any Lender shall have received any payment on account in respect of any Guarantee Obligation with respect to the Bridge Loan (other than as permitted by Sections (a) and (b) of this Section 11.2) at a time when such payment is prohibited by this Section 11.2, then and in such event such payment or distribution shall be received and held in trust for the Representative of the holders of the Guarantor Senior Debt Indebtedness and shall be paid over or delivered to the Representative of the holders of the Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalent Investments Equivalents all Guarantor Senior Debt Indebtedness in accordance with their the terms thereof after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior DebtIndebtedness. Nothing contained in this Section 11 will limit the right of the Lenders to take any action to accelerate the maturity of the Loans Bridge Loan pursuant to Section 7 or to pursue any rights or remedies hereunder or otherwise; provided, however, that if any Guarantor Senior Debt is outstanding, no Guarantor shall make any payment on account of the Guarantee Obligations until five Business Days after the Representative of the holders of the Guarantor Senior Debt receives notice of such acceleration and, thereafter, such Guarantor may pay the Guarantee Obligations only if this Section 11 otherwise permits payment at that time. Upon any payment or distribution of assets or securities referred to in this Section 11, the Lenders (notwithstanding any other provision of this Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders Lender for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon hereon and all other facts pertinent thereto or to this Section 11. The Guarantors shall promptly give written notice to each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness or under any agreement pursuant to which Guarantor Senior Debt Indebtedness may have been issued, and, in the event of any such event of default, shall provide to the Agent Agents the names and addresses of the Representatives trustees or other representatives of holders of such Guarantor Senior DebtIndebtedness. With respect to the holders and owners of Guarantor Senior DebtIndebtedness, each Lender undertakes to perform only such obligations on the part of the Lenders such Lender as are specifically set forth in this Section 11, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness shall be read into this Agreement against the Lenders. The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness or to the agent under the Senior Secured Credit Agreement Facility or any Representative other representative of the holders of the Guarantor Senior DebtIndebtedness.