ACT, UNIFORM FRAUDULENT CONVEYANCE
ACT OR SIMILAR STATUTE OR COMMON LAW.
(C)
THIS SECTION 11.07 IS INTENDED ONLY TO DEFINE THE RELATIVE RIGHTS OF THE
BORROWERS AND NOTHING SET FORTH IN THIS SECTION 11.07 IS INTENDED TO OR SHALL
IMPAIR THE OBLIGATIONS OF THE BORROWERS, JOINTLY AND SEVERALLY, TO PAY ANY
AMOUNTS AS AND WHEN THE SAME SHALL BECOME DUE AND PAYABLE IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT, INCLUDING SECTION 11.01.
NOTHING CONTAINED IN THIS
SECTION 11.07 SHALL LIMIT THE LIABILITY OF ANY BORROWER TO PAY THE LOANS MADE
DIRECTLY OR INDIRECTLY TO THAT BORROWER AND ACCRUED INTEREST, FEES AND EXPENSES
WITH RESPECT THERETO FOR WHICH SUCH BORROWER SHALL BE PRIMARILY LIABLE.
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(D)
THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHTS OF CONTRIBUTION AND
INDEMNIFICATION HEREUNDER SHALL CONSTITUTE ASSETS OF THE BORROWER TO WHICH SUCH
CONTRIBUTION AND INDEMNIFICATION IS OWING.
(E)
THE RIGHTS OF THE INDEMNIFYING BORROWERS AGAINST OTHER LOAN PARTIES UNDER
THIS SECTION 11.07 SHALL BE EXERCISABLE UPON THE FULL AND INDEFEASIBLE PAYMENT
OF THE OBLIGATIONS AND THE TERMINATION OF THE COMMITMENTS.
SECTION 11.08.
LIABILITY CUMULATIVE.
THE LIABILITY OF THE BORROWERS UNDER THIS
ARTICLE XI IS IN ADDITION TO AND SHALL BE CUMULATIVE WITH ALL LIABILITIES OF
EACH BORROWER TO THE AGENTS AND THE LENDERS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS TO WHICH SUCH BORROWER IS A PARTY OR IN RESPECT OF ANY
OBLIGATIONS OR OBLIGATION OF THE OTHER BORROWER, WITHOUT ANY LIMITATION AS TO
AMOUNT, UNLESS THE INSTRUMENT OR AGREEMENT EVIDENCING OR CREATING SUCH OTHER
LIABILITY SPECIFICALLY PROVIDES TO THE CONTRARY.
SECTION 11.09.
SUBORDINATION.
(A)
EACH LOAN PARTY COVENANTS AND AGREES THAT THE PAYMENT OF ANY INDEBTEDNESS
AND ALL OBLIGATIONS AND LIABILITIES OWING BY ANY LOAN PARTY IN FAVOR OF ANY
OTHER LOAN PARTY, WHETHER NOW EXISTING OR HEREAFTER INCURRED (COLLECTIVELY, THE
"INTERCOMPANY OBLIGATIONS") IS SUBORDINATED, TO THE EXTENT AND IN THE MANNER
PROVIDED IN THIS SECTION 11.09, TO THE PRIOR PAYMENT IN FULL OF ALL OBLIGATIONS
OWED OR HEREAFTER OWING TO THE AGENTS AND THE LENDERS BY THE BORROWERS AND THAT
SUCH SUBORDINATION IS FOR THE BENEFIT OF THE AGENTS FOR THEMSELVES AND THE
LENDERS.
(B)
EACH LOAN PARTY HEREBY (I) AUTHORIZES THE AGENTS ON BEHALF OF THE LENDERS
TO DEMAND SPECIFIC PERFORMANCE OF THE TERMS OF THIS SECTION 11.09 AT ANY TIME
WHEN ANY LOAN PARTY SHALL HAVE FAILED TO COMPLY WITH ANY PROVISIONS OF THIS
SECTION 11.09 WHICH ARE APPLICABLE TO IT AND (II) IRREVOCABLY WAIVES ANY DEFENSE
BASED ON THE ADEQUACY OF A REMEDY AT LAW, WHICH MIGHT BE ASSERTED AS A BAR TO
SUCH REMEDY OF SPECIFIC PERFORMANCE.
(C)
UPON ANY DISTRIBUTION OF ASSETS OF ANY LOAN PARTY IN ANY DISSOLUTION,
WINDING UP, LIQUIDATION OR REORGANIZATION (WHETHER IN BANKRUPTCY, INSOLVENCY OR
RECEIVERSHIP PROCEEDINGS OR UPON AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR
OTHERWISE):
(I) THE AGENTS AND LENDERS SHALL FIRST BE ENTITLED TO RECEIVE PAYMENT IN FULL IN
CASH OF THE OBLIGATIONS BEFORE ANY LOAN PARTY IS ENTITLED TO RECEIVE ANY PAYMENT
ON ACCOUNT OF THE INTERCOMPANY