OF THIS SECTION 13.02 AND SUCH
WAIVERS, THE ADMINISTRATIVE AGENT AND LENDERS WOULD DECLINE TO ENTER INTO THIS
AGREEMENT.
(C)
BENEFIT OF GUARANTY.
EACH BORROWER AGREES THAT THE PROVISIONS OF
THIS SECTION 13.02 ARE FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND LENDERS
AND THEIR RESPECTIVE SUCCESSORS, TRANSFEREES, ENDORSEES AND ASSIGNS, AND NOTHING
HEREIN CONTAINED SHALL IMPAIR, AS BETWEEN ANY OTHER BORROWER AND THE
ADMINISTRATIVE AGENT OR LENDERS, THE OBLIGATIONS OF SUCH OTHER BORROWER UNDER
THE LOAN DOCUMENTS.
(D)
WAIVER OF SUBROGATION, ETC.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, AND EXCEPT AS SET FORTH IN
SECTION 13.02(G), EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY AND
ALL RIGHTS AT LAW OR IN EQUITY TO SUBROGATION, REIMBURSEMENT, EXONERATION,
CONTRIBUTION, INDEMNIFICATION OR SET OFF AND ANY AND ALL DEFENSES AVAILABLE TO A
SURETY, GUARANTOR OR ACCOMMODATION CO-OBLIGOR.
EACH BORROWER ACKNOWLEDGES AND
AGREES THAT THIS WAIVER IS INTENDED TO BENEFIT THE ADMINISTRATIVE AGENT AND
LENDERS AND SHALL NOT LIMIT OR OTHERWISE AFFECT SUCH BORROWER'S LIABILITY
HEREUNDER OR THE ENFORCEABILITY OF THIS SECTION 13.02, AND THAT THE
ADMINISTRATIVE AGENT, LENDERS AND THEIR RESPECTIVE
135
SUCCESSORS AND ASSIGNS ARE INTENDED THIRD PARTY BENEFICIARIES OF THE WAIVERS AND
AGREEMENTS SET FORTH IN THIS SECTION 13.02(D).
(E)
ELECTION OF REMEDIES.
IF THE ADMINISTRATIVE AGENT OR ANY LENDER
MAY, UNDER APPLICABLE LAW, PROCEED TO REALIZE ITS BENEFITS UNDER ANY OF THE LOAN
DOCUMENTS, THE ADMINISTRATIVE AGENT OR ANY LENDER MAY, AT ITS SOLE OPTION,
DETERMINE WHICH OF ITS REMEDIES OR RIGHTS IT MAY PURSUE WITHOUT AFFECTING ANY OF
ITS RIGHTS AND REMEDIES UNDER THIS SECTION 13.02.
IF, IN THE EXERCISE OF ANY OF
ITS RIGHTS AND REMEDIES, THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL FORFEIT
ANY OF ITS RIGHTS OR REMEDIES, INCLUDING ITS RIGHT TO ENTER A DEFICIENCY
JUDGMENT AGAINST ANY BORROWER OR ANY OTHER PERSON, WHETHER BECAUSE OF ANY
APPLICABLE LAWS PERTAINING TO "ELECTION OF REMEDIES" OR THE LIKE, EACH BORROWER
HEREBY CONSENTS TO SUCH ACTION BY THE ADMINISTRATIVE AGENT OR SUCH LENDER AND
WAIVES ANY CLAIM BASED UPON SUCH ACTION, EVEN IF SUCH ACTION BY THE
ADMINISTRATIVE AGENT OR SUCH LENDER SHALL RESULT IN A FULL OR PARTIAL LOSS OF
ANY RIGHTS OF SUBROGATION THAT EACH BORROWER MIGHT OTHERWISE HAVE HAD BUT FOR
SUCH ACTION BY THE ADMINISTRATIVE AGENT OR SUCH LENDER.
ANY ELECTION OF
REMEDIES THAT RESULTS IN THE DENIAL OR IMPAIRMENT OF THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO SEEK A DEFICIENCY JUDGMENT AGAINST ANY
BORROWER SHALL NOT IMPAIR ANY OTHER BORROWER'S OBLIGATION TO PAY THE FULL AMOUNT
OF THE OBLIGATIONS.
(F)
LIMITATION.
NOTWITHSTANDING ANY PROVISION HEREIN CONTAINED TO THE
CONTRARY, EACH BORROWER'S LIABILITY UNDER THIS SECTION 13.02 (WHICH LIABILITY IS
IN ANY EVENT IN ADDITION TO AMOUNTS FOR WHICH SUCH BORROWER IS PRIMARILY LIABLE
UNDER ARTICLE II) SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED AS OF ANY DATE OF
DETERMINATION THE GREATER OF:
(I)
THE NET AMOUNT OF ALL LOANS ADVANCED TO ANY OTHER BORROWER UNDER
THIS AGREEMENT AND