CONTRIBUTION,
REIMBURSEMENT, INDEMNITY OR OTHERWISE SHALL IN ALL RESPECTS BE SUBORDINATE AND
JUNIOR IN RIGHT OF PAYMENT TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL IN CASH OF
ALL THE OBLIGATIONS AND THE TERMINATION OF THE COMMITMENTS. IN ADDITION, ANY
INDEBTEDNESS OF ANY LOAN PARTY NOW OR HEREAFTER HELD BY ANY OTHER LOAN PARTY IS
HEREBY SUBORDINATED IN RIGHT OF PAYMENT TO THE PRIOR INDEFEASIBLE PAYMENT IN
FULL OF THE OBLIGATIONS.
NOTWITHSTANDING THE FOREGOING, PRIOR TO THE OCCURRENCE
OF AN EVENT OF DEFAULT, ANY LOAN PARTY MAY MAKE PAYMENTS TO ANY OTHER LOAN PARTY
ON ACCOUNT OF ANY SUCH INDEBTEDNESS.
AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, NO LOAN PARTY WILL DEMAND, SUE FOR, OR
OTHERWISE ATTEMPT TO COLLECT ANY SUCH INDEBTEDNESS UNTIL (I) THE AGGREGATE
COMMITMENTS HAVE EXPIRED OR BEEN TERMINATED, (II) ALL OF THE OBLIGATIONS HAVE
BEEN PAID IN FULL IN CASH OR OTHERWISE SATISFIED, (III) ALL L/C OBLIGATIONS HAVE
BEEN REDUCED TO ZERO (OR FULLY CASH COLLATERALIZED OR SUPPORTED BY ANOTHER
LETTER OF CREDIT IN A MANNER REASONABLY SATISFACTORY TO THE L/C ISSUER AND THE
ADMINISTRATIVE AGENT), AND (IV) THE L/C ISSUER HAS NO FURTHER OBLIGATION TO
ISSUE LETTERS OF CREDIT UNDER THE CREDIT AGREEMENT.
IF ANY AMOUNT SHALL
ERRONEOUSLY BE PAID TO ANY LOAN PARTY ON ACCOUNT OF (I) SUCH SUBROGATION,
CONTRIBUTION, REIMBURSEMENT, INDEMNITY OR SIMILAR RIGHT OR (II) ANY SUCH
INDEBTEDNESS OF ANY LOAN
150
PARTY, SUCH AMOUNT SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE CREDIT PARTIES
AND SHALL FORTHWITH BE PAID TO THE ADMINISTRATIVE AGENT TO BE CREDITED AGAINST
THE PAYMENT OF THE OBLIGATIONS, WHETHER MATURED OR UNMATURED, IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT.
SUBJECT TO THE FOREGOING, TO THE EXTENT THAT ANY
BORROWER SHALL, UNDER THIS AGREEMENT AS A JOINT AND SEVERAL OBLIGOR, REPAY ANY
OF THE OBLIGATIONS CONSTITUTING LOANS MADE TO ANOTHER BORROWER HEREUNDER OR
OTHER OBLIGATIONS INCURRED DIRECTLY AND PRIMARILY BY ANY OTHER BORROWER (AN
"ACCOMMODATION PAYMENT"), THEN THE BORROWER MAKING SUCH ACCOMMODATION PAYMENT
SHALL BE ENTITLED TO CONTRIBUTION AND INDEMNIFICATION FROM, AND BE REIMBURSED
BY, EACH OF THE OTHER BORROWERS IN AN AMOUNT, FOR EACH OF SUCH OTHER BORROWERS,
EQUAL TO A FRACTION OF SUCH ACCOMMODATION PAYMENT, THE NUMERATOR OF WHICH
FRACTION IS SUCH OTHER BORROWER'S ALLOCABLE AMOUNT AND THE DENOMINATOR OF WHICH
IS THE SUM OF THE ALLOCABLE AMOUNTS OF ALL OF THE BORROWERS.
AS OF ANY DATE OF
DETERMINATION, THE "ALLOCABLE AMOUNT" OF EACH BORROWER SHALL BE EQUAL TO THE
MAXIMUM AMOUNT OF LIABILITY FOR ACCOMMODATION PAYMENTS WHICH COULD BE ASSERTED
AGAINST SUCH BORROWER HEREUNDER WITHOUT (A) RENDERING SUCH BORROWER "INSOLVENT"
WITHIN THE MEANING OF SECTION 101 (31) OF THE BANKRUPTCY CODE, SECTION 2 OF THE
UNIFORM FRAUDULENT TRANSFER ACT ("UFTA") OR SECTION 2 OF THE UNIFORM FRAUDULENT
CONVEYANCE ACT ("UFCA"), (B) LEAVING SUCH BORROWER WITH UNREASONABLY SMALL
CAPITAL OR ASSETS, WITHIN THE MEANING OF SECTION 548 OF THE BANKRUPTCY CODE,
SECTION 4 OF THE UFTA, OR SECTION 5 OF THE UFCA, OR (C) LEAVING SUCH BORROWER
UNABLE