ON A CONTINUING BASIS ALL
INFORMATION DESIRED BY SUCH BORROWER CONCERNING THE FINANCIAL CONDITION OF THE
OTHER BORROWERS AND THAT EACH SUCH BORROWER WILL LOOK TO THE OTHER BORROWERS AND
NOT TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN ORDER FOR SUCH BORROWER TO KEEP
ADEQUATELY INFORMED OF CHANGES IN THE OTHER BORROWERS' RESPECTIVE FINANCIAL
CONDITIONS.
(F)
THE PROVISIONS OF THIS SECTION 2.15 ARE
MADE FOR THE BENEFIT OF THE LENDERS AND THE ADMINISTRATIVE AGENT AND THEIR
RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, AND MAY BE ENFORCED BY IT OR THEM
FROM TIME TO TIME AGAINST ANY OR ALL OF THE BORROWERS AS OFTEN AS OCCASION
THEREFOR MAY ARISE AND WITHOUT REQUIREMENT ON THE PART OF THE LENDERS, THE
ADMINISTRATIVE AGENT OR SUCH SUCCESSOR OR ASSIGN FIRST TO MARSHAL ANY OF ITS OR
THEIR CLAIMS OR TO EXERCISE ANY OF ITS OR THEIR RIGHTS AGAINST THE OTHER
BORROWERS OR TO EXHAUST ANY REMEDIES AVAILABLE TO IT OR THEM AGAINST ANY OTHER
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ANY PART THEREOF; MADE IN RESPECT OF ANY OF THE OBLIGATIONS, IS RESCINDED OR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 ANY LENDER OR ANY ADMINISTRATIVE AGENT
UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF ANY OF THE BORROWERS, OR
OTHERWISE, THE PROVISIONS OF THIS SECTION 2.15 WILL FORTHWITH BE 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 ANY 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 ANY 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.
47
(H)
EACH OF THE BORROWERS HEREBY AGREES