LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND MAY BE ENFORCED
BY IT OR THEM FROM TIME TO TIME AGAINST ANY OR ALL BORROWERS AS OFTEN AS
OCCASION THEREFOR MAY ARISE AND WITHOUT REQUIREMENT ON THE PART OF ANY AGENT,
LENDER, SUCCESSOR OR ASSIGN FIRST TO MARSHAL ANY OF ITS
21
OR THEIR CLAIMS OR TO EXERCISE ANY OF ITS OR THEIR RIGHTS AGAINST ANY BORROWER
OR TO EXHAUST ANY REMEDIES AVAILABLE TO IT OR THEM AGAINST ANY BORROWER OR TO
RESORT TO ANY OTHER SOURCE OR MEANS OF OBTAINING PAYMENT OF ANY OF THE
OBLIGATIONS HEREUNDER OR TO ELECT ANY OTHER REMEDY.
THE PROVISIONS OF THIS
SECTION 2.15 SHALL REMAIN IN EFFECT UNTIL ALL OF THE OBLIGATIONS SHALL HAVE BEEN
PAID IN FULL OR OTHERWISE FULLY SATISFIED.
IF AT ANY TIME, ANY PAYMENT, OR ANY
PART THEREOF, MADE IN RESPECT OF ANY OF THE OBLIGATIONS, IS RESCINDED OR MUST
OTHERWISE BE RESTORED OR RETURNED BY AGENT OR ANY LENDER UPON THE INSOLVENCY,
BANKRUPTCY OR REORGANIZATION OF ANY BORROWER, OR OTHERWISE, THE PROVISIONS OF
THIS SECTION 2.15 WILL FORTHWITH BE REINSTATED IN EFFECT, AS THOUGH SUCH PAYMENT
HAD NOT BEEN MADE.
(H)
UNTIL SUCH TIME AS ALL OF THE OBLIGATIONS HAVE BEEN FINALLY PAID IN
FULL:
(I) EACH BORROWER HEREBY WAIVES AND POSTPONES ANY RIGHT OF SUBROGATION
SUCH BORROWER HAS OR MAY HAVE AS AGAINST ANY OTHER BORROWER WITH RESPECT TO THE
OBLIGATIONS; (II) EACH BORROWER HEREBY WAIVES AND POSTPONES ANY RIGHT TO PROCEED
AGAINST ANY OTHER BORROWER, NOW OR HEREAFTER, FOR CONTRIBUTION, INDEMNITY,
REIMBURSEMENT, OR ANY OTHER SURETYSHIP RIGHTS AND CLAIMS (IRRESPECTIVE OF
WHETHER DIRECT OR INDIRECT, LIQUIDATED OR CONTINGENT), WITH RESPECT TO THE
OBLIGATIONS; AND (III) EACH BORROWER ALSO HEREBY WAIVES AND POSTPONES ANY RIGHT
TO PROCEED OR TO SEEK RECOURSE AGAINST OR WITH RESPECT TO ANY PROPERTY OR ASSET
OF ANY OTHER BORROWER WITH RESPECT TO THE OBLIGATIONS.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT, IT IS THE INTENT OF THE PARTIES HERETO THAT THE LIABILITY INCURRED BY
EACH BORROWER IN RESPECT OF THE OBLIGATIONS OF THE OTHER BORROWERS (AND ANY LIEN
GRANTED BY EACH BORROWER TO SECURE SUCH OBLIGATIONS), NOT CONSTITUTE A
FRAUDULENT CONVEYANCE UNDER SECTION 548 OF THE BANKRUPTCY CODE OR A FRAUDULENT
CONVEYANCE OR FRAUDULENT TRANSFER UNDER THE PROVISIONS OF ANY APPLICABLE LAW OF
ANY STATE, PROVINCE OR OTHER GOVERNMENTAL UNIT ("FRAUDULENT CONVEYANCE").
CONSEQUENTLY, EACH BORROWER, AGENT AND EACH LENDER HEREBY AGREES THAT IF A COURT
OF COMPETENT JURISDICTION DETERMINES THAT THE INCURRENCE OF LIABILITY BY ANY
BORROWER IN RESPECT OF THE OBLIGATIONS OF ANY OTHER BORROWER (OR ANY LIENS
GRANTED BY SUCH BORROWER TO SECURE SUCH OBLIGATIONS) WOULD, BUT FOR THE
APPLICATION OF THIS SENTENCE, CONSTITUTE A FRAUDULENT CONVEYANCE, SUCH LIABILITY
(AND SUCH LIENS) SHALL BE VALID AND ENFORCEABLE ONLY TO THE MAXIMUM EXTENT THAT
WOULD NOT CAUSE THE SAME TO CONSTITUTE A FRAUDULENT CONVEYANCE, AND THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL AUTOMATICALLY BE DEEMED TO HAVE
BEEN AMENDED ACCORDINGLY.
2.16.
REGISTRATION OF NOTES.
AGENT, ON