ABSENCE OF THIS PROVISION, OPERATE TO RELEASE, DISCHARGE OR
OTHERWISE PREJUDICIALLY AFFECT THE OBLIGATIONS OF SUCH OR ANY OTHER BORROWER.
(B)
WAIVERS BY BORROWERS.
EACH BORROWER EXPRESSLY WAIVES ALL RIGHTS
IT MAY HAVE NOW OR IN THE FUTURE UNDER ANY STATUTE, OR AT COMMON LAW, OR AT LAW
OR IN EQUITY, OR OTHERWISE, TO COMPEL THE AGENT OR LENDERS TO MARSHAL ASSETS OR
TO PROCEED IN RESPECT OF THE OBLIGATIONS GUARANTEED HEREUNDER AGAINST ANY OTHER
BORROWER OR GUARANTOR OF THE OBLIGATIONS, ANY OTHER PARTY OR AGAINST ANY
SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS BEFORE PROCEEDING
AGAINST, OR AS A CONDITION TO PROCEEDING AGAINST, BORROWERS.
IT IS AGREED AMONG
BORROWERS, THE AGENT AND THE LENDERS THAT THE FOREGOING WAIVERS ARE OF THE
ESSENCE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
FINANCING DOCUMENTS AND THAT, BUT FOR THE PROVISIONS OF THIS ARTICLE XI AND SUCH
WAIVERS, THE AGENT AND THE LENDERS WOULD DECLINE TO ENTER INTO THIS AGREEMENT.
(C)
SUBORDINATION OF SUBROGATION, ETC.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT OR IN ANY OTHER FINANCING DOCUMENT, AND EXCEPT AS
SET FORTH IN SUBSECTION (E) BELOW, 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 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 THE AGENT AND THE LENDERS AND SHALL NOT
LIMIT OR OTHERWISE AFFECT BORROWERS' LIABILITY HEREUNDER OR THE ENFORCEABILITY
OF THIS ARTICLE XI, AND THAT THE AGENT, LENDERS AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS ARE INTENDED THIRD PARTY BENEFICIARIES OF THE WAIVERS AND AGREEMENTS
SET FORTH HEREIN.
(D)
LIMITATION.
NOTWITHSTANDING ANY PROVISION HEREIN CONTAINED TO THE
CONTRARY, EACH BORROWER'S LIABILITY UNDER THIS ARTICLE XI (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 THEN RE-LOANED OR OTHERWISE TRANSFERRED TO, OR FOR THE
BENEFIT OF, SUCH BORROWER; AND
(II)
THE AMOUNT WHICH COULD BE CLAIMED BY THE AGENT AND THE LENDERS
FROM SUCH BORROWER UNDER THIS ARTICLE XI WITHOUT RENDERING SUCH CLAIM VOIDABLE
OR AVOIDABLE UNDER SECTION 548 OF THE BANKRUPTCY CODE OR UNDER ANY APPLICABLE
STATE UNIFORM FRAUDULENT TRANSFER ACT, UNIFORM FRAUDULENT CONVEYANCE ACT OR
SIMILAR STATUTE OR COMMON LAW AFTER TAKING INTO ACCOUNT, AMONG OTHER THINGS,
SUCH BORROWER'S RIGHT OF CONTRIBUTION AND INDEMNIFICATION FROM EACH OTHER
BORROWER UNDER SUBSECTION (E) BELOW.
(E)
CONTRIBUTION WITH RESPECT TO OBLIGATIONS.
TO THE EXTENT THAT ANY
BORROWER SHALL MAKE A PAYMENT UNDER THIS ARTICLE XI OF ALL OR ANY OF THE
OBLIGATIONS (OTHER THAN LOANS MADE TO THAT BORROWER FOR WHICH IT IS