OR OTHERWISE, THE PROVISIONS OF THIS SECTION 2.14 WILL FORTHWITH BE
REINSTATED IN EFFECT, AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
(H)
EACH OF THE PERSONS COMPOSING BORROWERS
HEREBY AGREES THAT IT WILL NOT ENFORCE ANY OF ITS RIGHTS OF CONTRIBUTION OR
SUBROGATION AGAINST THE OTHER PERSONS COMPOSING BORROWERS WITH RESPECT TO ANY
LIABILITY INCURRED BY IT HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, ANY
PAYMENTS MADE BY IT TO THE AGENT OR THE LENDERS WITH RESPECT TO ANY OF THE
OBLIGATIONS OR ANY COLLATERAL SECURITY THEREFOR UNTIL SUCH TIME AS ALL OF THE
OBLIGATIONS HAVE BEEN PAID IN FULL IN CASH.
ANY CLAIM WHICH ANY BORROWER MAY
HAVE AGAINST ANY OTHER BORROWER WITH RESPECT TO ANY PAYMENTS TO ANY AGENT OR
LENDER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENTS ARE HEREBY EXPRESSLY MADE
SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT, WITHOUT LIMITATION AS TO
21
ANY INCREASES IN THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER, TO THE PRIOR
PAYMENT IN FULL IN CASH 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 IN CASH BEFORE ANY PAYMENT OR DISTRIBUTION OF ANY
CHARACTER, WHETHER IN CASH, SECURITIES OR OTHER PROPERTY, SHALL BE MADE TO ANY
OTHER BORROWER THEREFOR.
(I)
EACH OF THE PERSONS COMPOSING BORROWERS
HEREBY AGREES THAT, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
DEFAULT OR EVENT OF DEFAULT, 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 AGENT, AND SUCH BORROWER SHALL
DELIVER ANY SUCH AMOUNTS TO AGENT FOR APPLICATION TO THE OBLIGATIONS IN
ACCORDANCE WITH THIS AGREEMENT.
3.
CONDITIONS; TERM OF AGREEMENT.
3.1
Conditions Precedent to Initial Letter of
Credit.
The obligation of the Lender Group to issue the initial Letter of
Credit is subject to the fulfillment, to the satisfaction of Agent and its
counsel, of each of the following conditions on or before the Closing Date:
(A)
THE CLOSING DATE SHALL OCCUR ON OR BEFORE
JUNE 28, 2007;
(B)
AGENT SHALL HAVE RECEIVED AND FILED
FINANCING STATEMENTS;
(C)
AGENT SHALL HAVE RECEIVED THE GUARANTIES,
DULY EXECUTED, AND EACH SUCH DOCUMENT SHALL BE IN FULL FORCE AND EFFECT;
(D)
AGENT SHALL HAVE RECEIVED A CERTIFICATE