BY ANY COURT OR OTHER
GOVERNMENTAL BODY WITH RESPECT THERETO OR TO CAUSE AGENT OR ANY LENDER TO
PROCEED AGAINST ANY SECURITY FOR THE OBLIGATIONS OR ANY OTHER RECOURSE WHICH
AGENT OR SUCH LENDER MAY HAVE WITH RESPECT THERETO AND FURTHER WAIVES ANY AND
ALL REQUIREMENTS THAT AGENT OR ANY LENDER INSTITUTE ANY ACTION OR PROCEEDING AT
LAW OR IN EQUITY, OR OBTAIN ANY JUDGMENT, AGAINST ANY OTHER LOAN PARTY OR ANY
OTHER PERSON, OR WITH RESPECT TO ANY COLLATERAL SECURITY FOR THE OBLIGATIONS, AS
A CONDITION PRECEDENT TO MAKING DEMAND ON OR BRINGING AN ACTION OR OBTAINING
AND/OR ENFORCING A JUDGMENT AGAINST, SUCH LOAN PARTY UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT.
(E)
NO SUBROGATION.
NOTWITHSTANDING ANY PAYMENT OR PAYMENTS MADE BY
ANY LOAN PARTY HEREUNDER OR ANY SETOFF OR APPLICATION OF FUNDS OF ANY LOAN PARTY
BY AGENT OR ANY LENDER, SUCH LOAN PARTY SHALL NOT BE ENTITLED TO BE SUBROGATED
TO ANY OF THE RIGHTS OF AGENT OR SUCH LENDER AGAINST ANY OTHER LOAN PARTY OR ANY
OTHER GUARANTOR OR ANY COLLATERAL SECURITY OR GUARANTY OR RIGHT OF OFFSET HELD
BY AGENT OR SUCH LENDER FOR THE PAYMENT OF THE OBLIGATIONS, NOR SHALL SUCH LOAN
PARTY SEEK OR BE ENTITLED TO SEEK ANY CONTRIBUTION OR REIMBURSEMENT FROM ANY
OTHER LOAN PARTY OR ANY OTHER GUARANTOR IN RESPECT OF PAYMENTS MADE BY SUCH LOAN
PARTY HEREUNDER, UNTIL ALL AMOUNTS OWING TO EACH LENDER BY THE LOAN PARTIES ON
ACCOUNT OF THE OBLIGATIONS ARE IRREVOCABLY PAID IN FULL.
IF ANY AMOUNT SHALL BE
PAID TO A LOAN PARTY ON ACCOUNT OF SUCH SUBROGATION RIGHTS AT ANY TIME WHEN ALL
OF THE OBLIGATIONS SHALL NOT HAVE BEEN IRREVOCABLY PAID IN FULL, SUCH AMOUNT
SHALL BE HELD BY THAT LOAN PARTY IN TRUST FOR AGENT OR SUCH LENDER, SEGREGATED
FROM OTHER FUNDS OF THAT LOAN PARTY, AND SHALL, FORTHWITH UPON RECEIPT BY THE
LOAN PARTY, BE TURNED OVER TO AGENT OR SUCH LENDER IN THE EXACT FORM RECEIVED BY
THE LOAN PARTY (DULY INDORSED BY THE LOAN PARTY TO AGENT OR SUCH LENDER, IF
REQUIRED), TO BE APPLIED AGAINST THE OBLIGATIONS, WHETHER MATURED OR UNMATURED,
IN SUCH ORDER AS AGENT OR SUCH LENDER MAY DETERMINE.
(F)
APPLICATION OF PAYMENTS.
ANY AND ALL PAYMENTS UPON THE
OBLIGATIONS MADE BY THE LOAN PARTIES OR BY ANY OTHER PERSON, AND/OR THE PROCEEDS
OF ANY OR ALL COLLATERAL OR SECURITY FOR ANY OF THE OBLIGATIONS, MAY BE APPLIED
BY AGENT OR ANY LENDER ON SUCH ITEMS OF THE OBLIGATIONS AS AGENT OR ANY LENDER
MAY ELECT.
(G)
RECOVERY OF PAYMENT.
IF ANY PAYMENT RECEIVED BY AGENT OR ANY
LENDER AND APPLIED TO THE OBLIGATIONS IS SUBSEQUENTLY SET ASIDE, RECOVERED,
RESCINDED OR REQUIRED TO BE RETURNED FOR ANY REASON (INCLUDING, WITHOUT
LIMITATION, THE BANKRUPTCY, INSOLVENCY OR
60
REORGANIZATION OF A LOAN PARTY OR ANY OTHER OBLIGOR), THE OBLIGATIONS TO WHICH
SUCH PAYMENT WAS APPLIED SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE
DEEMED TO HAVE CONTINUED IN EXISTENCE, NOTWITHSTANDING SUCH APPLICATION, AND
EACH