ASSETS OF THE BORROWER OR CROSSED BORROWERS TO WHICH SUCH
CONTRIBUTION AND INDEMNIFICATION IS OWING, AND ANY SUCH RIGHT OF CONTRIBUTION
AND INDEMNIFICATION OWING TO BORROWER UNDER SECTION 2.11(E) OF ANY OF THE
CROSSED LOAN AGREEMENTS SHALL CONSTITUTE ADDITIONAL CROSSED PARTY OBLIGATIONS
FOR ALL PURPOSES UNDER THIS SECTION 2.11.
(F)
BORROWER HEREBY CONSENTS AND AGREES TO
EACH OF THE FOLLOWING, AND AGREES THAT BORROWER'S OBLIGATIONS UNDER THIS LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LIENS CREATED UNDER THIS LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS SECURING THE LOAN AND THE CROSSED LOANS
SHALL NOT BE RELEASED, DIMINISHED, IMPAIRED, REDUCED OR ADVERSELY AFFECTED BY
ANY OF THE FOLLOWING, AND WAIVES ANY COMMON LAW, EQUITABLE, STATUTORY OR OTHER
RIGHTS (INCLUDING
41
WITHOUT LIMITATION RIGHTS TO NOTICE) THAT BORROWER MIGHT OTHERWISE HAVE AS A
RESULT OF OR IN CONNECTION WITH ANY OF THE FOLLOWING:
(I)
ANY RENEWAL, EXTENSION, INCREASE,
MODIFICATION, ALTERATION OR REARRANGEMENT OF ALL OR ANY PART OF THE CROSSED
LOANS, THE CROSSED LOAN DOCUMENTS, OR OTHER DOCUMENT, INSTRUMENT, CONTRACT OR
UNDERSTANDING BETWEEN THE CROSSED BORROWERS AND LENDER, OR ANY OTHER PARTIES,
PERTAINING TO THE CROSSED LOANS OR ANY FAILURE OF LENDER TO NOTIFY BORROWER OF
ANY SUCH ACTION.
(II)
ANY ADJUSTMENT, INDULGENCE, FORBEARANCE OR
COMPROMISE THAT MIGHT BE GRANTED OR GIVEN BY LENDER TO THE CROSSED BORROWERS.
(III)
THE INSOLVENCY, BANKRUPTCY, ARRANGEMENT,
ADJUSTMENT, COMPOSITION, LIQUIDATION, DISABILITY, DISSOLUTION OR LACK OF POWER
OF ANY OF THE CROSSED BORROWERS OR ANY OTHER PARTY AT ANY TIME LIABLE FOR THE
PAYMENT OF ALL OR PART OF THE CROSSED LOANS; OR ANY DISSOLUTION OF ANY OF THE
CROSSED BORROWERS, OR ANY SALE, LEASE OR TRANSFER OF ANY OR ALL OF THE ASSETS OF
ANY OF THE CROSSED BORROWERS, OR ANY CHANGES IN THE SHAREHOLDERS, PARTNERS OR
MEMBERS OF ANY OF THE CROSSED BORROWERS; OR ANY REORGANIZATION OF ANY OF THE
CROSSED BORROWERS.
(IV)
THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
OF ALL OR ANY PART OF THE CROSSED LOANS, OR ANY DOCUMENT OR AGREEMENT EXECUTED
IN CONNECTION THEREWITH, FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT LIMITATION
THE FACT THAT (A) THE CROSSED LOANS, OR ANY PART THEREOF, EXCEEDS THE AMOUNT
PERMITTED BY LAW, (B) THE ACT OF CREATING THE CROSSED LOANS OR ANY PART THEREOF
IS ULTRA VIRES, (C) THE OFFICERS OR REPRESENTATIVES EXECUTING THE CROSSED LOAN
DOCUMENTS OR OTHERWISE CREATING THE CROSSED LOANS ACTED IN EXCESS OF THEIR
AUTHORITY, (D) THE CROSSED LOANS VIOLATE APPLICABLE USURY LAWS, (E) THE CROSSED
BORROWERS HAVE VALID DEFENSES, CLAIMS OR OFFSETS (WHETHER AT LAW, IN EQUITY OR
BY AGREEMENT) WHICH RENDER THE CROSSED LOANS WHOLLY OR PARTIALLY UNCOLLECTIBLE
FROM THE CROSSED BORROWERS, (F) THE CREATION, PERFORMANCE OR REPAYMENT OF THE
CROSSED LOANS (OR THE EXECUTION, DELIVERY AND PERFORMANCE OF ANY DOCUMENT OR
INSTRUMENT REPRESENTING PART OF THE CROSSED LOANS OR EXECUTED IN CONNECTION WITH
THE CROSSED LOANS, OR GIVEN TO SECURE THE REPAYMENT OF THE CROSSED LOANS) IS
ILLEGAL, UNCOLLECTIBLE OR UNENFORCEABLE, OR (G) ANY OF THE CROSSED LOAN
DOCUMENTS HAVE BEEN FORGED OR OTHERWISE ARE IRREGULAR OR