THAT 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 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 THE ADMINISTRATIVE AGENT AND BE PAID OVER TO THE
ADMINISTRATIVE AGENT FOR THE PRO RATA ACCOUNTS OF THE LENDERS TO BE APPLIED TO
REPAY THE OBLIGATIONS.
2.16
CONTRIBUTION.
(A)
TO THE EXTENT THAT ANY BORROWER SHALL MAKE
A PAYMENT UNDER SECTION 2.15 OF ALL OR ANY OF THE OBLIGATIONS (OTHER THAN LOANS
MADE TO THAT BORROWER FOR WHICH IT IS PRIMARILY LIABLE) (A "GUARANTOR PAYMENT")
THAT, TAKING INTO ACCOUNT ALL OTHER GUARANTOR PAYMENTS THEN PREVIOUSLY OR
CONCURRENTLY MADE BY ANY OTHER BORROWER, EXCEEDS THE AMOUNT THAT SUCH BORROWER
WOULD OTHERWISE HAVE PAID IF EACH BORROWER HAD PAID THE AGGREGATE OBLIGATIONS
SATISFIED BY SUCH GUARANTOR PAYMENT IN THE SAME PORTION THAT SUCH BORROWER'S
"ALLOCABLE AMOUNT" (AS DEFINED BELOW) (AS DETERMINED IMMEDIATELY PRIOR TO SUCH
GUARANTOR PAYMENT) BORE TO THE AGGREGATE ALLOCABLE AMOUNTS OF EACH OF THE
BORROWERS AS DETERMINED IMMEDIATELY PRIOR TO THE MAKING OF SUCH GUARANTOR
PAYMENT, THEN, FOLLOWING INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE OBLIGATIONS
AND TERMINATION OF THE COMMITMENTS, SUCH BORROWER SHALL BE ENTITLED TO RECEIVE
CONTRIBUTION AND INDEMNIFICATION PAYMENTS FROM, AND BE REIMBURSED BY, THE OTHER
BORROWERS FOR THE NET AMOUNT OF SUCH EXCESS, PRO RATA BASED UPON THEIR
RESPECTIVE ALLOCABLE AMOUNTS IN EFFECT IMMEDIATELY PRIOR TO SUCH GUARANTOR
PAYMENT.
(B)
AS OF ANY DATE OF DETERMINATION, THE
"ALLOCABLE AMOUNT" OF ANY BORROWER SHALL BE EQUAL TO THE MAXIMUM AMOUNT OF THE
CLAIM THAT COULD THEN BE RECOVERED FROM SUCH BORROWER UNDER SECTION 2.16 WITHOUT
RENDERING SUCH CLAIM VOIDABLE OR AVOIDABLE UNDER SECTION 548 OF CHAPTER 11 OF
THE BANKRUPTCY CODE OR UNDER ANY APPLICABLE STATE UNIFORM FRAUDULENT TRANSFER
ACT, UNIFORM FRAUDULENT CONVEYANCE ACT OR SIMILAR STATUTE OR COMMON LAW.
(C)
THIS SECTION 2.16 IS INTENDED ONLY TO
DEFINE THE RELATIVE RIGHTS OF BORROWERS AND NOTHING SET FORTH IN THIS
SECTION 2.16 IS INTENDED OR SHALL IMPAIR THE OBLIGATIONS OF THE BORROWERS,
JOINTLY AND SEVERALLY, TO PAY ANY AMOUNTS AS AND WHEN THE SAME SHALL BECOME DUE
AND PAYABLE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING
SECTION 2.15.
NOTHING CONTAINED IN THIS SECTION 2.16 SHALL LIMIT THE LIABILITY
OF ANY BORROWER TO PAY THE LOANS MADE DIRECTLY OR INDIRECTLY TO THAT BORROWER
AND ACCRUED INTEREST, FEES AND EXPENSES WITH RESPECT THERETO FOR WHICH SUCH
BORROWER SHALL BE PRIMARILY LIABLE.
(D)
THE PARTIES HERETO ACKNOWLEDGE