SECTION 7.3(D), LENDER
OR SUCH APPROVED DESIGNEE MAY RELY AND ACT UPON ANY NOTICE OR INSTRUCTION GIVEN
TO LENDER OR ITS DESIGNEE BY THE SBA, AND IN SO DOING, NEITHER LENDER NOR SUCH
DESIGNEE SHALL INCUR ANY LIABILITY OR OBLIGATION TO BORROWER BY REASON THEREOF;
(E)
TERMINATION OF BANK PRODUCTS. THE RIGHT TO
NOTIFY AND DIRECT ANY BANK PRODUCT PROVIDER TO TERMINATE THE PROVISION OF ANY
BANK PRODUCTS BEING PROVIDE TO BORROWER; AND
(F)
UCC REMEDIES.
IN ADDITION TO ANY OTHER
RIGHTS AND REMEDIES CONTAINED IN THIS AGREEMENT AND IN ALL OF THE OTHER LOAN
DOCUMENTS, ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UCC OR
OTHER APPLICABLE LAW, ALL OF WHICH RIGHTS AND REMEDIES SHALL BE CUMULATIVE AND
NON-EXCLUSIVE, TO THE EXTENT PERMITTED BY LAW.
7.4
NOTICE OF SALE OR OTHER ACTION.
ANY NOTICE
REQUIRED TO BE GIVEN BY LENDER OF A SALE, LEASE, OTHER DISPOSITION OF THE
COLLATERAL OR ANY OTHER INTENDED ACTION BY LENDER, IF GIVEN 10 BUSINESS DAYS
PRIOR TO SUCH PROPOSED ACTION, SHALL CONSTITUTE COMMERCIALLY REASONABLE AND FAIR
NOTICE THEREOF TO BORROWER.
7.5
MARSHALLING; PAYMENTS SET ASIDE.
LENDER
SHALL BE UNDER NO OBLIGATION TO MARSHAL ANY ASSETS IN FAVOR OF BORROWER OR ANY
OTHER PARTY OR AGAINST OR IN PAYMENT OF ANY OR ALL OF THE OBLIGATIONS.
TO THE
EXTENT THAT BORROWER MAKES A PAYMENT OR PAYMENTS TO LENDER OR LENDER ENFORCES
ITS SECURITY INTERESTS OR EXERCISES ITS RIGHTS OF SET-OFF, AND SUCH PAYMENT OR
PAYMENTS OR THE PROCEEDS OF SUCH ENFORCEMENT OR SET-OFF OR ANY PART THEREOF ARE
SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET-ASIDE
AND/OR REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER OR ANY OTHER PARTY UNDER THE
BANKRUPTCY CODE, OR ANY STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE,
THEN TO THE EXTENT OF SUCH RECOVERY, THE OBLIGATION OR PART THEREOF ORIGINALLY
INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUED IN FULL FORCE AND EFFECT
AS IF SUCH PAYMENT HAD NOT BEEN MADE OR SUCH ENFORCEMENT OR SET-OFF HAD NOT
OCCURRED.
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7.6
EFFECT OF MULTI-PARTY AGREEMENT.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS ARTICLE 7, ALL RIGHTS AND REMEDIES
OF LENDER UNDER THIS ARTICLE 7 SHALL BE SUBJECT TO THE PROVISIONS OF THE
MULTI-PARTY AGREEMENT.
8.
CONDITION PRECEDENT TO CLOSING DATE AND LENDING; CONDITIONS
SUBSEQUENT
The occurrence of the Closing Date and the obligations of Lender to make
Revolving Loans pursuant to this Agreement are subject to the conditions
precedent stated in this Article 8.
8.1
CLOSING DATE.
THE OCCURRENCE OF THE CLOSING
DATE IS SUBJECT TO THE SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
CLOSING DATE.
THE CLOSING DATE SHALL OCCUR
ON OR BEFORE DECEMBER 31, 2006.
(B)
CLOSING DOCUMENTS.
BORROWER SHALL HAVE
EXECUTED AND DELIVERED TO LENDER THIS AGREEMENT.
IN ADDITION, LENDER SHALL HAVE
RECEIVED SUCH DOCUMENTS, INSTRUMENTS AND AGREEMENTS AND OTHER LOAN DOCUMENTS AS
LENDER SHALL REQUEST IN CONNECTION WITH THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL DOCUMENTS, INSTRUMENTS, AGREEMENTS
AND SCHEDULES LISTED