THE BORROWERS HEREUNDER.
(D)
ACTIONS NOT REQUIRED.
EACH BORROWER, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES ANY AND ALL RIGHT TO CAUSE A
MARSHALING OF THE ASSETS OF ANY OTHER BORROWER OR ANY
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OTHER ACTION BY ANY COURT OR OTHER GOVERNMENTAL BODY WITH RESPECT THERETO OR TO
CAUSE ANY LENDER OR THE ADMINISTRATIVE AGENT TO PROCEED AGAINST ANY SECURITY FOR
THE OBLIGATIONS OR ANY OTHER RECOURSE WHICH ANY LENDER OR THE ADMINISTRATIVE
AGENT MAY HAVE WITH RESPECT THERETO AND FURTHER WAIVES ANY AND ALL REQUIREMENTS
THAT ANY LENDER OR THE ADMINISTRATIVE AGENT INSTITUTE ANY ACTION OR PROCEEDING
AT LAW OR IN EQUITY, OR OBTAIN ANY JUDGMENT, AGAINST ANY OTHER BORROWER OR ANY
OTHER PERSON, OR WITH RESPECT TO ANY COLLATERAL SECURITY FOR THE OBLIGATIONS, AS
A CONDITION PRECEDENT TO MAKING DEMAND ON OR
BRINGING AN ACTION OR OBTAINING
AND/OR ENFORCING A JUDGMENT AGAINST, SUCH BORROWER UNDER THIS AGREEMENT.
(E)
NO SUBROGATION.
NOTWITHSTANDING ANY
PAYMENT OR PAYMENTS MADE BY ANY BORROWER HEREUNDER OR ANY SETOFF OR APPLICATION
OF FUNDS OF ANY BORROWER BY ANY LENDER OR THE ADMINISTRATIVE AGENT, SUCH
BORROWER SHALL NOT BE ENTITLED TO BE SUBROGATED TO ANY OF THE RIGHTS OF ANY
LENDER OR THE ADMINISTRATIVE AGENT AGAINST ANY OTHER BORROWER OR ANY OTHER
GUARANTOR OR ANY COLLATERAL SECURITY OR GUARANTY OR RIGHT OF OFFSET HELD BY ANY
LENDER OR THE ADMINISTRATIVE AGENT FOR THE PAYMENT OF THE OBLIGATIONS, NOR SHALL
SUCH BORROWER SEEK OR BE ENTITLED TO SEEK ANY CONTRIBUTION OR REIMBURSEMENT FROM
ANY OTHER BORROWER OR ANY OTHER GUARANTOR IN RESPECT OF PAYMENTS MADE BY SUCH
BORROWER HEREUNDER, UNTIL ALL AMOUNTS OWING TO THE LENDERS AND THE
ADMINISTRATIVE AGENT BY THE BORROWERS ON ACCOUNT OF THE OBLIGATIONS ARE
IRREVOCABLY PAID IN FULL.
IF ANY AMOUNT SHALL BE PAID TO A BORROWER ON ACCOUNT
OF SUCH SUBROGATION RIGHTS AT ANY TIME WHEN ALL OF THE OBLIGATIONS SHALL NOT
HAVE BEEN IRREVOCABLY PAID IN FULL, SUCH AMOUNT SHALL BE HELD BY THAT BORROWER
IN TRUST FOR THE LENDERS AND THE ADMINISTRATIVE AGENT, SEGREGATED FROM OTHER
FUNDS OF THAT BORROWER, AND SHALL, FORTHWITH UPON RECEIPT BY THE BORROWER, BE
TURNED OVER TO THE ADMINISTRATIVE AGENT IN THE EXACT FORM RECEIVED BY THE
BORROWER (DULY INDORSED BY THE BORROWER TO THE ADMINISTRATIVE AGENT, IF
REQUIRED), TO BE APPLIED AGAINST THE OBLIGATIONS, WHETHER MATURED OR UNMATURED,
IN SUCH ORDER AS THE ADMINISTRATIVE AGENT MAY DETERMINE.
(F)
APPLICATION OF PAYMENTS.
ANY AND ALL
PAYMENTS UPON THE OBLIGATIONS MADE BY THE BORROWERS OR BY ANY OTHER PERSON,
AND/OR THE PROCEEDS OF ANY OR ALL COLLATERAL OR SECURITY FOR ANY OF THE
OBLIGATIONS, MAY BE APPLIED BY THE LENDERS ON SUCH ITEMS OF THE OBLIGATIONS AS
THE LENDERS MAY ELECT.
(G)
RECOVERY OF PAYMENT.
IF ANY PAYMENT
RECEIVED BY THE LENDERS OR THE ADMINISTRATIVE AGENT AND APPLIED TO THE
OBLIGATIONS IS SUBSEQUENTLY SET ASIDE, RECOVERED, RESCINDED OR REQUIRED TO BE
RETURNED FOR ANY REASON (INCLUDING, WITHOUT LIMITATION, THE BANKRUPTCY,
INSOLVENCY OR REORGANIZATION OF A BORROWER OR ANY OTHER OBLIGOR), THE