REINSTATED IN
EFFECT, AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
(G)
EACH OF THE BORROWERS HEREBY AGREES THAT IT
WILL NOT ENFORCE ANY OF ITS RIGHTS OF REIMBURSEMENT, CONTRIBUTION, SUBROGATION
OR THE LIKE AGAINST THE OTHER BORROWER WITH RESPECT TO ANY LIABILITY INCURRED BY
IT HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, ANY PAYMENTS MADE BY IT
TO ANY OF THE LENDERS OR THE ADMINISTRATIVE AGENT WITH RESPECT TO ANY OF THE
OBLIGATIONS OR ANY COLLATERAL SECURITY THEREFOR UNTIL SUCH TIME AS ALL OF THE
OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL IN CASH. ANY CLAIM WHICH ANY
BORROWER MAY HAVE AGAINST THE OTHER BORROWER WITH RESPECT TO ANY PAYMENTS TO THE
LENDERS OR THE ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENTS
ARE HEREBY EXPRESSLY MADE SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT, WITHOUT
LIMITATION AS TO ANY INCREASES IN THE OBLIGATIONS ARISING HEREUNDER OR
THEREUNDER, TO THE PRIOR PAYMENT IN FULL OF THE OBLIGATIONS AND, IN THE EVENT OF
ANY INSOLVENCY, BANKRUPTCY, RECEIVERSHIP, LIQUIDATION, REORGANIZATION OR OTHER
SIMILAR PROCEEDING UNDER THE LAWS OF ANY JURISDICTION RELATING TO ANY BORROWER,
ITS DEBTS OR ITS ASSETS, WHETHER VOLUNTARY OR INVOLUNTARY, ALL SUCH OBLIGATIONS
SHALL BE PAID IN FULL BEFORE ANY PAYMENT OR DISTRIBUTION OF ANY CHARACTER,
WHETHER IN CASH, SECURITIES OR OTHER PROPERTY, SHALL BE MADE TO ANY OTHER
BORROWER THEREFORE.
(H)
EACH OF THE BORROWERS HEREBY AGREES THAT THE
PAYMENT OF ANY AMOUNTS DUE WITH RESPECT TO THE INDEBTEDNESS OWING BY ANY
BORROWER TO THE 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 THE 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.
2.15
CONTRIBUTION.
(A)
TO THE EXTENT THAT ANY BORROWER SHALL MAKE
A PAYMENT UNDER SECTION 2.14 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
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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,