ASSIGNS OR SUCCESSORS
IN INTEREST, OF THE COLLATERAL OR ANY PORTION THEREOF.
THIS IS INTENDED BY THE
BORROWER AS A "WAIVER" AS THAT TERM IS DEFINED IN O.C.G.A. § 44-14-260(3)
RELATING TO FORECLOSURE OF MORTGAGES ON PERSONALTY.
SECTION 15.8
REVERSAL OF PAYMENTS.
THE ADMINISTRATIVE AGENT AND EACH
LENDER SHALL HAVE THE CONTINUING AND EXCLUSIVE RIGHT TO APPLY, REVERSE AND
RE-APPLY ANY AND ALL PAYMENTS TO ANY PORTION OF THE SECURED OBLIGATIONS IN A
MANNER CONSISTENT WITH THE TERMS OF THIS AGREEMENT.
TO THE EXTENT THE BORROWER
MAKES A PAYMENT OR PAYMENTS TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE
LENDERS, OR ANY LENDER RECEIVES ANY PAYMENT OR PROCEEDS OF THE COLLATERAL FOR
THE BORROWER'S BENEFIT, WHICH PAYMENT(S) OR PROCEEDS 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 ANY
BANKRUPTCY LAW, STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE, THEN, TO
THE EXTENT OF SUCH PAYMENT OR PROCEEDS RECEIVED, THE SECURED OBLIGATIONS OR PART
THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUED IN FULL FORCE
AND EFFECT, AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED BY THE
ADMINISTRATIVE AGENT OR SUCH LENDER.
SECTION 15.9
ACCOUNTING MATTERS.
ALL FINANCIAL AND ACCOUNTING
CALCULATIONS, MEASUREMENTS AND COMPUTATIONS MADE FOR ANY PURPOSE RELATING TO
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL COMPUTATIONS UTILIZED BY THE
BORROWER TO DETERMINE WHETHER IT IS IN COMPLIANCE WITH ANY COVENANT CONTAINED
HEREIN, SHALL, UNLESS THERE IS AN EXPRESS WRITTEN DIRECTION BY THE REQUIRED
LENDERS TO THE CONTRARY, BE PERFORMED IN ACCORDANCE WITH GAAP.
SECTION 15.10
AMENDMENTS.
(A) EXCEPT AS SET FORTH IN SUBSECTION (B)
BELOW, ANY TERM, COVENANT, AGREEMENT OR CONDITION OF THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS MAY BE AMENDED OR WAIVED, AND ANY DEPARTURE THEREFROM
MAY BE CONSENTED TO BY THE REQUIRED LENDERS, IF, BUT ONLY IF, SUCH AMENDMENT,
WAIVER OR CONSENT IS IN WRITING SIGNED BY THE REQUIRED LENDERS AND, IN THE CASE
OF AN AMENDMENT (OTHER THAN AN AMENDMENT DESCRIBED IN SECTION 15.10(D)), BY THE
BORROWER, PROVIDED THAT NO SUCH AMENDMENT, UNLESS CONSENTED TO BY THE
ADMINISTRATIVE AGENT, SHALL ALTER OR AFFECT THE RIGHTS OR RESPONSIBILITIES OF
THE ADMINISTRATIVE AGENT, AND IN ANY SUCH EVENT, THE FAILURE TO OBSERVE, PERFORM
OR DISCHARGE ANY SUCH TERM, COVENANT, AGREEMENT OR CONDITION (WHETHER SUCH
AMENDMENT IS EXECUTED OR SUCH WAIVER OR CONSENT IS GIVEN BEFORE OR AFTER SUCH
FAILURE) SHALL NOT BE CONSTRUED AS A BREACH OF SUCH TERM, COVENANT, AGREEMENT OR
CONDITION OR AS A DEFAULT OR AN EVENT OF DEFAULT.
UNLESS OTHERWISE SPECIFIED IN
SUCH WAIVER OR CONSENT, A WAIVER OR CONSENT GIVEN HEREUNDER SHALL BE EFFECTIVE
ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
IN
THE EVENT THAT ANY SUCH WAIVER OR AMENDMENT IS REQUESTED BY THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS
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MAY REQUIRE AND CHARGE A FEE IN CONNECTION THEREWITH AND CONSIDERATION THEREOF
IN SUCH AMOUNT