CONSTITUTION OR
PLACE OF FORMATION OF ANY BORROWER OR THE LENDERS.
EACH OF THE BORROWERS
ACKNOWLEDGES AND CONFIRMS THAT IT HAS ITSELF ESTABLISHED ITS OWN ADEQUATE MEANS
OF OBTAINING FROM THE OTHER BORROWERS 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 2.14 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
41
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 2.14 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OBLIGATIONS, IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY ANY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 2.14 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