APPLICABLE LAW).
13.20.
PAYMENTS SET ASIDE. TO THE EXTENT THAT ANY PAYMENT BY OR
ON BEHALF OF THE BORROWER IS MADE TO ANY AGENT OR ANY LENDER, OR ANY AGENT OR
ANY LENDER EXERCISES ITS RIGHT OF SETOFF, AND SUCH PAYMENT OR THE PROCEEDS OF
SUCH SETOFF OR ANY PART THEREOF IS SUBSEQUENTLY INVALIDATED, DECLARED TO BE
FRAUDULENT OR PREFERENTIAL, SET ASIDE OR REQUIRED (INCLUDING PURSUANT TO
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ANY SETTLEMENT ENTERED INTO BY SUCH AGENT OR SUCH LENDER IN ITS DISCRETION) TO
BE REPAID TO A TRUSTEE, RECEIVER OR ANY OTHER PARTY, IN CONNECTION WITH ANY
PROCEEDING OR OTHERWISE, THEN (A) TO THE EXTENT OF SUCH RECOVERY, THE OBLIGATION
OR PART THEREOF ORIGINALLY INTENDED TO BE SATISFIED SHALL BE REVIVED AND
CONTINUED IN FULL FORCE AND EFFECT AS IF SUCH PAYMENT HAD NOT BEEN MADE OR SUCH
SETOFF HAD NOT OCCURRED, AND (B) EACH LENDER SEVERALLY AGREES TO PAY TO THE
ADMINISTRATIVE AGENT UPON DEMAND ITS APPLICABLE SHARE OF ANY AMOUNT SO RECOVERED
FROM OR REPAID BY ANY AGENT, PLUS INTEREST THEREON FROM THE DATE OF SUCH DEMAND
TO THE DATE SUCH PAYMENT IS MADE AT A RATE PER ANNUM EQUAL TO THE APPLICABLE
OVERNIGHT RATE FROM TIME TO TIME IN EFFECT.
SECTION 14.
SUBORDINATION.
14.1.
AGREEMENT TO SUBORDINATE. THE BORROWER AGREES, AND
EACH OF THE ADMINISTRATIVE AGENT AND THE LENDERS AGREES, THAT THE PAYMENT OF ALL
PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON INDEBTEDNESS UNDER THIS AGREEMENT IS
SUBORDINATED IN RIGHT OF PAYMENT, TO THE EXTENT AND IN THE MANNER PROVIDED IN
THIS SECTION 14, TO THE PRIOR PAYMENT IN FULL OF ALL EXISTING AND FUTURE SENIOR
INDEBTEDNESS OF THE BORROWER, AND THAT THE SUBORDINATION IS FOR THE BENEFIT OF
AND ENFORCEABLE BY THE HOLDERS OF SUCH SENIOR INDEBTEDNESS. THE INDEBTEDNESS
THAT IS PERMITTED TO BE INCURRED UNDER THIS AGREEMENT SHALL IN ALL RESPECTS RANK
PARI PASSU IN RIGHT OF PAYMENT WITH ALL EXISTING AND FUTURE SENIOR SUBORDINATED
INDEBTEDNESS OF THE BORROWER, AND WILL BE SENIOR IN RIGHT OF PAYMENT TO ALL
EXISTING AND FUTURE SUBORDINATED INDEBTEDNESS OF THE BORROWER; AND ONLY
INDEBTEDNESS OF THE BORROWER THAT IS SENIOR INDEBTEDNESS SHALL RANK SENIOR TO
THE INDEBTEDNESS THAT IS PERMITTED TO BE INCURRED UNDER THIS AGREEMENT IN
ACCORDANCE WITH THE PROVISIONS SET FORTH HEREIN.
14.2.
LIQUIDATION, DISSOLUTION OR BANKRUPTCY. UPON ANY
PAYMENT OR DISTRIBUTION OF THE ASSETS OF THE BORROWER TO CREDITORS UPON A TOTAL
OR PARTIAL LIQUIDATION OR A TOTAL OR PARTIAL DISSOLUTION OF THE BORROWER OR IN A
REORGANIZATION, BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OF OR SIMILAR PROCEEDING
RELATING TO THE BORROWER OR ITS PROPERTY:
(I)
THE HOLDERS OF SENIOR INDEBTEDNESS OF THE BORROWER SHALL BE
ENTITLED TO RECEIVE PAYMENT IN FULL OF SUCH SENIOR INDEBTEDNESS IN CASH OR
PERMITTED INVESTMENTS BEFORE LENDERS SHALL BE ENTITLED TO RECEIVE ANY PAYMENT;
AND
(II)
UNTIL THE SENIOR INDEBTEDNESS OF THE BORROWER IS PAID IN FULL
IN CASH OR PERMITTED INVESTMENTS, ANY PAYMENT OR DISTRIBUTION TO WHICH LENDERS
WOULD BE ENTITLED BUT FOR THIS SECTION 14 SHALL BE MADE TO HOLDERS OF