BORROWER, AND OTHERS WITH INTERESTS IN
BORROWER, AND OF THE COLLATERAL, OR TO A SALE IN INVERSE ORDER OF ALIENATION IN
THE EVENT OF FORECLOSURE OF THE INTERESTS HEREBY CREATED, AND AGREES NOT TO
ASSERT ANY RIGHT UNDER ANY LAWS PERTAINING TO THE MARSHALLING OF ASSETS, THE
SALE IN INVERSE ORDER OF ALIENATION, HOMESTEAD EXEMPTION, THE ADMINISTRATION OF
ESTATES OF DECEDENTS, OR ANY OTHER MATTERS WHATSOEVER TO DEFEAT, REDUCE OR
AFFECT THE RIGHT OF LENDER UNDER THE LOAN DOCUMENTS TO A SALE OF ANY COLLATERAL
FOR THE COLLECTION OF THE INDEBTEDNESS WITHOUT ANY PRIOR OR DIFFERENT RESORT FOR
COLLECTION, OR THE RIGHT OF LENDER TO THE PAYMENT OF THE INDEBTEDNESS OUT OF THE
NET PROCEEDS OF THE COLLATERAL IN PREFERENCE TO EVERY OTHER CLAIMANT WHATSOEVER.
SECTION 9.18.
WAIVER OF COUNTERCLAIM.
TO THE EXTENT
PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES THE RIGHT TO ASSERT A
COUNTERCLAIM, OTHER THAN COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING
BROUGHT AGAINST IT BY LENDER OR ITS AGENTS.
SECTION 9.19.
CONFLICT; CONSTRUCTION OF DOCUMENTS.
IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE
PROVISIONS OF ANY OF THE OTHER LOAN DOCUMENTS, THE PROVISIONS OF THIS AGREEMENT
SHALL PREVAIL.
THE PARTIES HERETO ACKNOWLEDGE THAT THEY WERE REPRESENTED BY
COUNSEL IN CONNECTION WITH THE NEGOTIATION AND DRAFTING OF THE LOAN DOCUMENTS
AND THAT THE LOAN DOCUMENTS SHALL NOT BE SUBJECT TO THE PRINCIPLE OF CONSTRUING
THEIR MEANING AGAINST THE PARTY THAT DRAFTED SAME.
SECTION 9.20.
BROKERS AND FINANCIAL ADVISORS.
BORROWER HEREBY REPRESENTS THAT IT HAS DEALT WITH NO FINANCIAL ADVISORS,
BROKERS, UNDERWRITERS, PLACEMENT AGENTS, AGENTS OR FINDERS IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
BORROWER HEREBY AGREES TO
INDEMNIFY AND HOLD LENDER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
LIABILITIES, COSTS AND EXPENSES OF ANY KIND IN ANY WAY RELATING TO OR ARISING
FROM A CLAIM BY ANY PERSON THAT SUCH PERSON ACTED ON BEHALF OF BORROWER IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN.
THE PROVISIONS OF THIS
SECTION 9.20 SHALL SURVIVE THE EXPIRATION AND TERMINATION OF THIS AGREEMENT AND
THE REPAYMENT OF THE INDEBTEDNESS.
SECTION 9.21.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND
DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE
AND THE SAME INSTRUMENT.
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SECTION 9.22.
ESTOPPEL CERTIFICATES.
BORROWER AND
LENDER HEREBY AGREE AT ANY TIME AND FROM TIME TO TIME UPON NOT LESS THAN FIFTEEN
(15) DAYS PRIOR WRITTEN NOTICE BY BORROWER OR LENDER TO EXECUTE, ACKNOWLEDGE AND
DELIVER TO THE PARTY SPECIFIED IN SUCH NOTICE, A STATEMENT, IN WRITING,
CERTIFYING THAT THIS AGREEMENT IS UNMODIFIED AND IN FULL FORCE AND EFFECT (OR IF
THERE HAVE BEEN MODIFICATIONS, THAT THE SAME, AS MODIFIED, IS IN FULL FORCE AND
EFFECT AND STATING THE MODIFICATIONS HERETO), AND STATING WHETHER OR NOT, TO THE
KNOWLEDGE OF SUCH CERTIFYING PARTY, ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS THEN CONTINUING, AND, IF SO, SPECIFYING EACH SUCH DEFAULT OR EVENT OF