TERMINATE
FOLLOWING THE FACILITY TERMINATION DATE WHEN THE NET INVESTMENT HAS BEEN REDUCED
TO ZERO, ALL ACCRUED DISCOUNT HAS BEEN PAID IN FULL, ALL OTHER AMOUNTS DUE UNDER
THIS LOAN AGREEMENT HAVE BEEN PAID IN FULL AND ALL OTHER AGGREGATE UNPAIDS HAVE
BEEN PAID IN FULL; PROVIDED, HOWEVER, THAT (I) THE RIGHTS AND REMEDIES OF THE
AGENT, THE ADMINISTRATIVE TRUSTEE, THE BANK INVESTORS OR THE LENDER WITH RESPECT
TO ANY REPRESENTATION AND WARRANTY MADE OR DEEMED TO BE MADE BY BORROWER
PURSUANT TO THIS LOAN AGREEMENT, (II) THE INDEMNIFICATION AND PAYMENT PROVISIONS
OF ARTICLE VII AND (III) THE AGREEMENT SET FORTH IN SECTIONS 8.9, 8.10 AND 8.11
HEREOF, SHALL BE CONTINUING AND SHALL SURVIVE ANY TERMINATION OF THIS LOAN
AGREEMENT.
SECTION 8.2.
WAIVERS; AMENDMENTS.
(A)
NO FAILURE OR DELAY ON THE PART OF THE AGENT, THE ADMINISTRATIVE
TRUSTEE, ANY BANK INVESTOR OR THE LENDER IN EXERCISING ANY POWER, RIGHT, OR
REMEDY UNDER THIS LOAN AGREEMENT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL
ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH POWER, RIGHT, OR REMEDY PRECLUDE ANY
OTHER FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER POWER, RIGHT, OR
REMEDY.
THE RIGHTS AND REMEDIES HEREIN PROVIDED SHALL BE CUMULATIVE AND
NONEXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
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(B)
ANY PROVISION OF THIS LOAN AGREEMENT MAY BE AMENDED OR WAIVED IF,
BUT ONLY IF, SUCH AMENDMENT IS IN WRITING AND IS SIGNED BY THE BORROWER, THE
AGENT, THE MAJORITY INVESTORS AND THE LENDER; PROVIDED THAT NO SUCH AMENDMENT OR
WAIVER SHALL, UNLESS SIGNED BY EACH BANK INVESTOR DIRECTLY AFFECTED THEREBY, (I)
INCREASE THE COMMITMENT OF A BANK INVESTOR, (II) REDUCE THE NET INVESTMENT OR
RATE OF DISCOUNT TO ACCRUE THEREON OR ANY FEES OR OTHER AMOUNTS PAYABLE
HEREUNDER, (III) POSTPONE ANY DATE FIXED FOR THE PAYMENT OF ANY SCHEDULED
DISTRIBUTION IN RESPECT OF THE NET INVESTMENT OR DISCOUNT WITH RESPECT THERETO
OR ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER OR FOR TERMINATION OF ANY
COMMITMENT, (IV) CHANGE THE PERCENTAGE OF THE COMMITMENTS OF BANK INVESTORS
WHICH SHALL BE REQUIRED FOR THE BANK INVESTORS OR ANY OF THEM TO TAKE ANY ACTION
UNDER THIS SECTION OR ANY OTHER PROVISION OF THIS LOAN AGREEMENT, (V) RELEASE
ALL OR SUBSTANTIALLY ALL OF THE PROPERTY WITH RESPECT TO WHICH A SECURITY OR
OWNERSHIP INTEREST THEREIN HAS BEEN GRANTED HEREUNDER TO THE AGENT OR THE BANK
INVESTORS OR (VI) EXTEND OR PERMIT THE EXTENSION OF THE SCHEDULED TERMINATION
DATE (IT BEING UNDERSTOOD THAT A WAIVER OF AN EVENT OF DEFAULT SHALL NOT
CONSTITUTE AN EXTENSION OR INCREASE IN THE COMMITMENT OF ANY BANK INVESTOR).
IN
THE EVENT THE AGENT REQUESTS A BANK INVESTOR'S CONSENT PURSUANT TO THE FOREGOING
PROVISIONS AND THE AGENT DOES NOT RECEIVE A CONSENT (EITHER POSITIVE OR
NEGATIVE) FROM SUCH BANK INVESTOR WITHIN TEN (10) BUSINESS DAYS OF SUCH BANK
INVESTOR'S RECEIPT OF SUCH REQUEST, THEN SUCH BANK INVESTOR (AND ITS PERCENTAGE
INTEREST HEREUNDER) SHALL BE DISREGARDED IN DETERMINING WHETHER THE AGENT SHALL
HAVE OBTAINED SUFFICIENT CONSENT HEREUNDER.