TERMS OF THIS LOAN AGREEMENT, ALL AMOUNTS
RECEIVED BY THE AGENT ON BEHALF OF THE BANK INVESTORS SHALL BE PAID BY THE AGENT
TO THE BANK INVESTORS (AT THEIR RESPECTIVE ACCOUNTS SPECIFIED IN THEIR
RESPECTIVE ASSIGNMENT AND ASSUMPTION AGREEMENTS) PRO RATA IN ACCORDANCE WITH
THEIR RESPECTIVE OUTSTANDING FUNDED PORTIONS OF THE NET INVESTMENT ON THE
BUSINESS DAY RECEIVED BY THE AGENT, UNLESS SUCH AMOUNTS ARE RECEIVED AFTER 12:00
NOON ON SUCH BUSINESS DAY, IN WHICH CASE THE AGENT SHALL USE ITS REASONABLE
EFFORTS TO PAY SUCH AMOUNTS TO THE BANK
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INVESTORS ON SUCH BUSINESS DAY, BUT, IN ANY EVENT, SHALL PAY SUCH AMOUNTS TO THE
BANK INVESTORS NOT LATER THAN THE FOLLOWING BUSINESS DAY.
SECTION 9.11.
NOTIFICATION BY AGENT.
(a)
The Agent agrees, upon its receipt of notice of a Facility
Termination Date described in clause (b), (d) or (e) of the definition thereof,
to promptly notify the Borrower of any such occurrence; provided, however, that
no failure to give or any delay in giving such notice shall affect the
occurrence of the Facility Termination Date.
(b)
The Agent agrees to provide a copy of the following notices,
reports or certificates received by it under this Loan Agreement to the Surety
Provider promptly upon receipt thereof:
(I)
ACKNOWLEDGMENT COPIES OF FINANCING STATEMENTS REFERRED TO IN
SECTION 4.2(E) HEREOF; AND DOCUMENTS REQUIRED PURSUANT TO SECTION 4.2(F) HEREOF;
AND
(II)
ANY FINANCIAL INFORMATION REQUIRED PURSUANT TO SECTION 5.1(B)
HEREOF.
SECTION 9.12.
LIMITED WAIVER.
(A)
(A)
PURSUANT TO SECTION 6.1(E) OF THE LOAN AGREEMENT, AN
EVENT OF DEFAULT SHALL OCCUR UPON THE DEFAULT BY THE BORROWER IN THE PERFORMANCE
OF ANY MATERIAL COVENANT OR UNDERTAKING
TO BE PERFORMED OR OBSERVED BY THE
BORROWER UNDER ANY PROVISION OF THE LOAN AGREEMENT.
THE BORROWER HEREBY INFORMS
THE AGENT, THE SURETY PROVIDER AND EACH MANAGING AGENT OF THE FAILURE TO COMPLY
WITH THE REQUIREMENT OF SECTION 5.1(L)(I) THAT THE BORROWER SHALL FURNISH TO THE
AGENT, THE SURETY PROVIDER AND EACH MANAGEMENT AGENT COPIES OF THE FORM OF EACH
PROPOSED AMENDMENT TO THE TRUST AGREEMENT, THE MASTER SERVICING AGREEMENT OR THE
SUBSERVICING AGREEMENT AT LEAST SIXTY (60) DAYS PRIOR TO THE PROPOSED DATE OF
ADOPTION OF ANY SUCH PROPOSED AMENDMENT (THE "SIXTY DAY NOTICE EVENT").
THE
BORROWER HEREBY REQUESTS THAT THE AGENT, THE SURETY PROVIDER AND EACH MANAGING
AGENT WAIVE ANY EVENT OF DEFAULT OCCURRING AS A RESULT OF SUCH SIXTY DAY NOTICE
EVENT.
SUBJECT TO THE FOLLOWING, THE AGENT, THE SURETY PROVIDER AND EACH
MANAGING AGENT HEREBY WAIVES SUCH EVENT OF DEFAULT.
(B)
OTHER THAN AS PROVIDED IN SUBSECTION (A) ABOVE, EACH OF THE AGENT,
THE SURETY PROVIDER AND MANAGING AGENTS HAS NOT WAIVED, IS NOT BY THIS SECTION
9.12 WAIVING, AND HAS NO INTENTION OF WAIVING, ANY EVENT OF DEFAULT WHICH MAY BE
CONTINUING ON THE DATE HEREOF
AND, OTHER THAN AS PROVIDED IN THIS SECTION 9.12,
EACH OF THE AGENT, THE SURETY PROVIDER AND THE MANAGING AGENTS HAS NOT AGREED TO
FORBEAR WITH RESPECT TO ANY OF ITS RIGHTS OR REMEDIES CONCERNING