OR RENEWAL FOR ANY PERIOD (WHETHER OR NOT LONGER
THAN THE ORIGINAL PERIOD) OR EXCHANGE OF ANY OF THE OBLIGATIONS OR THE RELEASE
OR COMPROMISE OF ANY OBLIGATION OF ANY NATURE OF ANY PERSON WITH RESPECT
THERETO; (C) THE SURRENDER, RELEASE OR EXCHANGE OF ALL OR ANY PART OF ANY
PROPERTY (INCLUDING WITHOUT LIMITATION THE COLLATERAL) SECURING PAYMENT,
PERFORMANCE AND/OR OBSERVANCE OF ANY OF THE OBLIGATIONS OR THE COMPROMISE OR
EXTENSION OR RENEWAL FOR ANY PERIOD (WHETHER OR NOT LONGER THAN THE ORIGINAL
PERIOD) OF ANY OBLIGATIONS OF ANY NATURE OF ANY PERSON WITH RESPECT TO ANY SUCH
PROPERTY; (D) ANY ACTION OR INACTION ON THE PART OF THE ADMINISTRATIVE AGENT,
ANY LENDER OR ANY FACING BANK, OR ANY OTHER EVENT OR CONDITION WITH RESPECT TO
ANY OTHER BORROWER, INCLUDING ANY SUCH ACTION OR INACTION OR OTHER EVENT OR
CONDITION, WHICH MIGHT OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A
DISCHARGE OF, SUCH BORROWER, OR A GUARANTOR OR SURETY OF OR FOR ANY OR ALL OF
THE OBLIGATIONS; AND (E) ANY OTHER ACT, MATTER OR THING (OTHER THAN PAYMENT OR
PERFORMANCE OF THE OBLIGATIONS) WHICH WOULD OR MIGHT, IN THE ABSENCE OF THIS
PROVISION, OPERATE TO RELEASE, DISCHARGE OR OTHERWISE PREJUDICIALLY AFFECT THE
OBLIGATIONS OF SUCH BORROWER OR ANY OTHER BORROWER.
(B)
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED HEREIN OR
IN ANY OTHER OF THE LOAN DOCUMENTS, TO THE EXTENT THE JOINT OBLIGATIONS OF A
BORROWER SHALL BE ADJUDICATED TO BE INVALID OR UNENFORCEABLE FOR ANY REASON
(INCLUDING, WITHOUT LIMITATION, BECAUSE OF SECTION 548 OF CHAPTER 11 OF THE
FEDERAL BANKRUPTCY CODE OR UNDER ANY APPLICABLE STATE UNIFORM FRAUDULENT
TRANSFER ACT, UNIFORM FRAUDULENT CONVEYANCE ACT OR SIMILAR STATUTE OR COMMON
LAW) THEN THE OBLIGATIONS OF EACH BORROWER HEREUNDER SHALL BE LIMITED TO THE
MAXIMUM AMOUNT THAT IS PERMISSIBLE UNDER APPLICABLE LAW (WHETHER FEDERAL OR
STATE AND INCLUDING, WITHOUT LIMITATION, THE FEDERAL BANKRUPTCY CODE).
(C)
TO THE EXTENT THAT ANY BORROWER SHALL MAKE A PAYMENT UNDER THIS
SECTION 13.19(C) 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 PROPORTION 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, EACH OTHER BORROWER FOR THE
AMOUNT OF SUCH EXCESS, PRO RATA BASED UPON THEIR RESPECTIVE ALLOCABLE AMOUNTS IN
EFFECT
139
IMMEDIATELY PRIOR TO SUCH GUARANTOR PAYMENT.
AS OF ANY DATE OF DETERMINATION,
THE