(D)
OBLIGATIONS OF A CREDIT PARTY TO PAY ANY
PREPAYMENT PREMIUM, DEFAULT INTEREST RATE, EARLY TERMINATION FEE OR OTHER FORM
OF LIQUIDATED DAMAGES, IF THE PAYMENT OF SUCH PREMIUM, INTEREST RATE, FEE OR
DAMAGES MAY BE CONSTRUED AS UNREASONABLE IN RELATION TO ACTUAL DAMAGES
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OR DISPROPORTIONATE TO ACTUAL DAMAGES SUFFERED BY THE AGENT OR ANY LENDER AS A
RESULT OF SUCH PREPAYMENT, DEFAULT OR TERMINATION,
(E)
TERMS WHICH EXCUSE ANY PERSON OR ENTITY FROM
LIABILITY FOR, OR REQUIRE A CREDIT PARTY TO INDEMNIFY SUCH PERSON OR ENTITY
AGAINST SUCH PERSON'S OR ENTITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
(F)
TERMS PURPORTING TO ESTABLISH EVIDENTIARY
STANDARDS, OR
(G)
TERMS TO THE EFFECT THAT PROVISIONS IN THE
LOAN DOCUMENTS MAY NOT BE WAIVED OR MODIFIED EXCEPT IN WRITING MAY BE LIMITED
UNDER CERTAIN CIRCUMSTANCES.
(II)
CERTAIN WAIVERS OF NOTICES AND OTHER
RIGHTS AND REMEDIAL PROVISIONS CONTAINED IN THE LOAN DOCUMENTS, INCLUDING
WAIVERS BY A CREDIT PARTY OF ANY STATUTORY OR CONSTITUTIONAL RIGHTS OR REMEDIES,
MAY BE UNENFORCEABLE UNDER APPLICABLE LAW, BUT THE LOAN DOCUMENTS CONTAIN
ADEQUATE OTHER PROVISIONS FOR ENFORCING PAYMENT OF THE OBLIGATIONS EVIDENCED,
GUARANTEED OR SECURED THEREBY AND FOR THE PRACTICAL REALIZATION OF THE SECURITY
AND OTHER RIGHTS AND REMEDIES AFFORDED THEREBY, AND THE INCLUSION OF SUCH
WAIVERS, RIGHTS AND REMEDIAL PROVISIONS IN THE LOAN DOCUMENTS DOES NOT AFFECT
THE LEGALITY, VALIDITY OR BINDING EFFECT OF SUCH LOAN DOCUMENTS OR AFFECT THE
ENFORCEABILITY OF THE OTHER PROVISIONS OF THE LOAN DOCUMENTS.
(III)
THE ENFORCEABILITY OF THE REMEDIES,
COVENANTS OR OTHER PROVISIONS OF THE LOAN DOCUMENTS AND THE AVAILABILITY OF
EQUITABLE REMEDIES MAY BE LIMITED WHERE:
(A)
THE ENFORCEMENT OF SUCH REMEDIES, COVENANTS OR
PROVISIONS UNDER THE CIRCUMSTANCES, OR THE MANNER OF SUCH ENFORCEMENT, WOULD
VIOLATE THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING OF THE LENDER UNDER
THE FINANCING DOCUMENTS OR WOULD BE COMMERCIALLY UNREASONABLE;
(B)
A COURT HAVING COMPETENT PERSONAL AND SUBJECT
MATTER JURISDICTION FINDS THAT SUCH REMEDIES, COVENANTS OR PROVISIONS WERE AT
THE TIME MADE, OR ARE IN APPLICATION, UNCONSCIONABLE AS A MATTER OF LAW OR
PUBLIC POLICY;
OR
(C)
THE ENFORCEMENT OF SPECIFIC RIGHTS UNDER THE
LOAN DOCUMENTS MAY REQUIRE A JUDGMENT OR DECREE OF A COURT OF COMPETENT
JURISDICTION AFTER PRIOR NOTICE TO THE CREDIT PARTIES, AND AN OPPORTUNITY FOR
THE CREDIT PARTIES TO BE HEARD BY AN APPROPRIATE TRIBUNAL.
(IV)
THE GRANT OF A SECURITY INTEREST IN COLLATERAL
UNDER THE LOAN DOCUMENTS, OR THE TRANSFER OF RIGHTS IN SUCH SECURITY INTEREST OR
COLLATERAL MAY, IN SOME INSTANCES, REQUIRE
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OR BE CONDITIONED UPON RECEIPT OF CONSENT OF THIRD PARTIES, BUT SUCH
REQUIREMENTS OR CONDITIONS MAY NOT BE EFFECTIVE AS TO ASSIGNMENTS OR GRANTS OF
SECURITY INTERESTS IN CERTAIN TYPES OF COLLATERAL, INCLUDING ACCOUNTS, CHATTEL
PAPER, CERTAIN GENERAL INTANGIBLES, HEALTH-CARE INSURANCE RECEIVABLES, PAYMENT
INTANGIBLES, PROMISSORY NOTES, LEASEHOLD OR LANDLORD'S RESIDUAL INTERESTS AND
LETTER OF CREDIT RIGHTS, AS PROVIDED IN SECTIONS 9-404 THROUGH 9-409 OF THE NEW
YORK UCC;
(V)
RESTRICTIONS IN THE LOAN DOCUMENTS ON THE
VOLUNTARY OR INVOLUNTARY TRANSFER OF A PERSON'S