(I) ACKNOWLEDGES THAT IT HAS INDEPENDENTLY AND WITHOUT
RELIANCE ON ANY SENIOR LENDER, AND BASED ON DOCUMENTS AND INFORMATION DEEMED BY
IT TO BE APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO
AND BE BOUND BY THE TERMS OF THIS AGREEMENT, AND (II) AGREES THAT IT WILL
CONTINUE TO MAKE ITS OWN CREDIT DECISIONS WITHOUT RELIANCE ON ANY SENIOR LENDER.
SECTION 21.9
CERTAIN WAIVERS BY SUBORDINATE
LENDERS.
Subject to Section 21.10:
(A)
NO RIGHT OF ANY SENIOR LENDER TO ENFORCE ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AT ANY TIME IN ANY WAY BE PREJUDICED
OR IMPAIRED BY ANY ACT OR FAILURE TO ACT ON THE PART OF BORROWER, ANY GUARANTOR
OR ANY OF THEIR AFFILIATES, OR BY ANY ACT OR FAILURE TO ACT BY ANY SENIOR
LENDER, OR BY ANY NONCOMPLIANCE BY ANY PERSON (OTHER THAN A SENIOR LENDER) WITH
THE TERMS, PROVISIONS AND COVENANTS OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, REGARDLESS OF ANY KNOWLEDGE THEREOF WHICH ANY SENIOR LENDER MAY HAVE
OR BE OTHERWISE CHARGED WITH.
(B)
THE SUBORDINATE LENDERS ALSO AGREE THAT THE SENIOR LENDERS
SHALL HAVE NO LIABILITY TO ANY SUBORDINATE LENDER, AND THE SUBORDINATE LENDERS
HEREBY WAIVE ANY CLAIM AGAINST ANY SENIOR LENDER, ARISING OUT OF ANY AND ALL
ACTIONS WHICH THE SENIOR LENDERS MAY TAKE OR PERMIT OR OMIT TO TAKE WITH RESPECT
TO (I) THE LOAN DOCUMENTS OR (II) THE COLLECTION OF THE DEBT, IN ACCORDANCE WITH
THIS AGREEMENT.
(C)
UNTIL THE PORTION OF THE DEBT OWING TO THE SENIOR LENDERS HAS
BEEN PAID IN FULL, THE SUBORDINATE LENDERS AGREE NOT TO ASSERT AND HEREBY WAIVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO DEMAND, REQUEST, PLEAD OR
OTHERWISE ASSERT OR OTHERWISE CLAIM THE BENEFIT OF, ANY MARSHALLING, APPRAISAL,
VALUATION OR OTHER SIMILAR RIGHT THAT MAY OTHERWISE BE AVAILABLE UNDER
APPLICABLE LAW WITH RESPECT TO THE COLLATERAL OR ANY OTHER SIMILAR RIGHTS A
JUNIOR SECURED CREDITOR MAY HAVE UNDER APPLICABLE LAW WITH RESPECT TO THE
COLLATERAL.
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(D)
THE SUBORDINATE LENDERS AGREE NOT TO MAKE ANY JUDICIAL OR
NON-JUDICIAL CLAIM OR DEMAND OR COMMENCE ANY JUDICIAL OR NON-JUDICIAL PROCEEDING
AGAINST BORROWER, ANY GUARANTOR OR ANY OF THE COLLATERAL SEEKING PAYMENT OR
DAMAGES OR OTHER RELIEF BY WAY OR SPECIFIC PERFORMANCE, INJUNCTION OR OTHERWISE,
OTHER THAN FILING A PROOF OF CLAIM OR THE EQUIVALENT AGAINST BORROWER OR ANY
GUARANTOR PURSUANT TO SECTION 21.5(A).
SECTION 21.10
CERTAIN RIGHTS OF SUBORDINATE LENDERS.
Nothing contained in this Article XXI shall limit or restrict the rights of each
Subordinate Lender to object to any actual or proposed action by the Agent or
any Senior Lender (i) that would be contrary to the terms of this Agreement or
any of the other Loan Documents, (ii) that would violate applicable law or
(iii) that would constitute gross negligence or willful misconduct by the Agent.
SECTION 21.11
OBLIGATIONS UNCONDITIONAL.
All rights, interests, agreements and obligations of the Senior Lenders and the
Subordinate Lenders, respectively, under this Article