AGENTS AND LENDERS AND THEIR
RESPECTIVE SUCCESSORS, TRANSFEREES, ENDORSEES AND ASSIGNS, AND NOTHING HEREIN
CONTAINED SHALL IMPAIR, AS BETWEEN ANY OTHER BORROWER AND THE AGENTS OR THE
LENDERS, THE OBLIGATIONS OF SUCH OTHER BORROWER UNDER THE LOAN DOCUMENTS.
SECTION 11.04.
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 11.07, 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 AGENTS AND
THE LENDERS AND SHALL NOT LIMIT OR OTHERWISE AFFECT SUCH BORROWER'S LIABILITY
HEREUNDER OR THE ENFORCEABILITY OF THIS ARTICLE XI, AND THAT THE AGENTS, THE
LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ARE INTENDED THIRD PARTY
BENEFICIARIES OF THE WAIVERS AND AGREEMENTS SET FORTH IN THIS SECTION 11.04.
SECTION 11.05.
ELECTION OF REMEDIES.
IF ANY AGENT OR ANY LENDER MAY, UNDER
APPLICABLE LAW, PROCEED TO REALIZE ITS BENEFITS UNDER ANY OF THE LOAN DOCUMENTS
GIVING SUCH AGENT OR SUCH LENDER A LIEN UPON ANY COLLATERAL, WHETHER OWNED BY
ANY BORROWER OR BY ANY OTHER PERSON, EITHER BY JUDICIAL FORECLOSURE OR BY NON
JUDICIAL SALE OR ENFORCEMENT, ANY 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 ARTICLE XI.
IF, IN THE EXERCISE OF ANY OF
ITS RIGHTS AND REMEDIES, ANY 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 SUCH AGENT OR SUCH LENDER AND WAIVES ANY CLAIM BASED UPON SUCH ACTION,
EVEN IF SUCH ACTION BY SUCH 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 SUCH AGENT OR SUCH LENDER.
ANY ELECTION OF
REMEDIES THAT RESULTS IN THE DENIAL OR IMPAIRMENT OF THE RIGHT OF ANY 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.
IN
THE EVENT ANY AGENT OR ANY LENDER SHALL BID AT ANY FORECLOSURE OR TRUSTEE'S SALE
OR AT ANY PRIVATE SALE PERMITTED BY LAW OR THE LOAN DOCUMENTS, SUCH AGENT OR
SUCH LENDER MAY BID ALL OR LESS THAN THE AMOUNT OF THE OBLIGATIONS AND THE
AMOUNT OF SUCH BID NEED NOT BE PAID BY SUCH AGENT OR SUCH LENDER BUT SHALL BE
CREDITED AGAINST THE OBLIGATIONS.
THE AMOUNT OF THE SUCCESSFUL BID AT ANY SUCH
SALE, WHETHER ANY AGENT, ANY LENDER OR ANY OTHER PARTY