BORROWER.
IT IS AGREED AMONG EACH BORROWER, AGENT AND
LENDERS THAT THE FOREGOING WAIVERS ARE OF THE ESSENCE OF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT, BUT FOR
THE PROVISIONS OF THIS SECTION 12.1 AND SUCH WAIVERS, AGENT AND EACH LENDER
WOULD DECLINE TO ENTER INTO THIS AGREEMENT.
(C)
BENEFIT OF GUARANTY.
EACH BORROWER AGREES THAT THE PROVISIONS OF
THIS SECTION 12.1 ARE FOR THE BENEFIT OF AGENT AND EACH LENDER AND THEIR
RESPECTIVE SUCCESSORS, TRANSFEREES, ENDORSEES AND ASSIGNS, AND NOTHING HEREIN
CONTAINED SHALL IMPAIR, AS BETWEEN ANY OTHER BORROWER AND AGENT OR LENDER, THE
OBLIGATIONS OF SUCH OTHER BORROWER UNDER THE LOAN DOCUMENTS.
(D)
SUBORDINATION OF SUBROGATION, ETC.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, AND EXCEPT AS SET
FORTH IN SECTION 12.1(G), EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
SUBORDINATES TO PAYMENT OF THE OBLIGATIONS ANY AND ALL RIGHTS AT LAW OR IN
EQUITY TO SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION, INDEMNIFICATION
OR SET OFF FROM ANY OTHER BORROWER AND ANY AND ALL DEFENSES AVAILABLE TO A
SURETY, GUARANTOR OR ACCOMMODATION CO-OBLIGOR UNTIL THE OBLIGATIONS ARE
INDEFEASIBLY PAID IN FULL IN CASH.
EACH BORROWER ACKNOWLEDGES AND AGREES THAT
THIS SUBORDINATION IS INTENDED TO BENEFIT AGENT AND EACH LENDER AND SHALL NOT
LIMIT OR OTHERWISE AFFECT SUCH BORROWER'S LIABILITY HEREUNDER OR THE
ENFORCEABILITY OF THIS SECTION 12.1, AND THAT AGENT, EACH LENDER AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS ARE INTENDED THIRD PARTY BENEFICIARIES OF THE
WAIVERS AND AGREEMENTS SET FORTH IN THIS SECTION 12.1(D).
(E)
ELECTION OF REMEDIES.
IF 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 A
BORROWER OR BY ANY OTHER PERSON, EITHER BY JUDICIAL FORECLOSURE OR BY
NON-JUDICIAL SALE OR ENFORCEMENT, 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 12.1.
IF, IN THE EXERCISE OF ANY OF
ITS RIGHTS AND REMEDIES, AGENT OR ANY LENDER SHALL FORFEIT ANY OF ITS RIGHTS OR
REMEDIES, INCLUDING ITS RIGHT TO ENTER A DEFICIENCY JUDGMENT AGAINST A 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 AGENT OR SUCH LENDER AND WAIVES ANY CLAIM BASED UPON SUCH ACTION, EVEN IF
SUCH ACTION BY 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 AGENT OR SUCH LENDER.
ANY ELECTION OF REMEDIES THAT RESULTS IN
THE DENIAL OR IMPAIRMENT OF THE RIGHT OF 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 AGENT OR ANY
LENDER