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 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.
2.15
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 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.
42
(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 2.15 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 2.15 IS INTENDED ONLY TO DEFINE THE RELATIVE RIGHTS
OF BORROWERS AND NOTHING SET FORTH IN THIS SECTION 2.15 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 CREDIT AGREEMENT, INCLUDING SECTION 2.14.
NOTHING CONTAINED IN
THIS SECTION 2.15 SHALL LIMIT THE LIABILITY