IN SECTION 11.10 ABOVE, SO LONG AS WELLS FARGO IS THE
ADMINISTRATIVE AGENT, WELLS FARGO AND WELLS FARGO'S AFFILIATES SHALL, IN THE
AGGREGATE, AT ALL TIMES, BE REQUIRED TO MAINTAIN A MINIMUM AND DIRECT INTEREST
IN THE LOAN (AS A LENDER AND NOT AS A PARTICIPANT) EQUAL TO TWELVE AND ONE-HALF
PERCENT (12.5%) OF THE THEN OUTSTANDING PRINCIPAL BALANCE OF THE LOAN (THE
"AGENT MINIMUM HOLD").
IF WELLS FARGO, OR ANY SUCCESSOR ADMINISTRATIVE AGENT,
DOES NOT MAINTAIN THE AGENT MINIMUM HOLD, WELLS FARGO (OR ANY SUCCESSOR
ADMINISTRATIVE AGENT) SHALL RESIGN AS ADMINISTRATIVE AGENT HEREUNDER, UNLESS THE
BORROWER IN ITS SOLE DISCRETION REQUESTS THAT WELLS FARGO NOT RESIGN BECAUSE OF
ITS FAILURE TO MAINTAIN THE AGENT MINIMUM HOLD, IN WHICH CASE THE RESIGNATION BY
WELLS FARGO SHALL BE IN WELLS FARGO'S DISCRETION.
IN ADDITION, UNLESS THE
BORROWER IN ITS SOLE DISCRETION AGREES OTHERWISE, EACH SUCCESSOR ADMINISTRATIVE
AGENT, APPOINTED IN ACCORDANCE WITH SECTION 11.10 ABOVE, AND ITS AFFILIATES, IN
THE AGGREGATE, SHALL, AT ALL TIMES, MAINTAIN THE AGENT MINIMUM HOLD. IF WELLS
FARGO (OR ANY SUCCESSOR ADMINISTRATIVE AGENT) RESIGNS AS ADMINISTRATIVE AGENT,
WELLS FARGO (OR SUCH SUCCESSOR) SHALL HAVE NO OBLIGATION TO MAINTAIN ANY MINIMUM
INTEREST IN THE LOAN.
SECTION 11.12
AMENDMENT OF ADMINISTRATIVE AGENT'S DUTIES, ETC.
NO AMENDMENT,
WAIVER OR CONSENT UNLESS IN WRITING AND SIGNED BY ADMINISTRATIVE AGENT, IN
ADDITION TO ALL OF THE LENDERS REQUIRED HEREINABOVE TO TAKE SUCH ACTION, SHALL
AFFECT THE RIGHTS OR DUTIES OF ADMINISTRATIVE AGENT UNDER THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS.
NO WAIVER
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shall extend to or affect any obligation not expressly waived or impair any
right consequent thereon and any amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose set forth therein.
No course of dealing or delay or omission on the part of the Administrative
Agent or any Lender in exercising any right shall operate as a waiver thereof or
otherwise be prejudicial thereto.
Any Event of Default occurring hereunder
shall continue to exist until such time as such Event of Default is waived in
writing in accordance with the terms of this Section, notwithstanding any
attempted cure or other action by the Borrower, any other Loan Party or any
other Person subsequent to the occurrence of such Event of Default.
Except as
otherwise explicitly provided for herein or in any other Loan Document, no
notice to or demand upon the Borrower shall entitle the Borrower to other or
further notice or demand in similar or other circumstances.
SECTION 11.13
DEFAULTING LENDERS. IF FOR ANY REASON ANY LENDER (A "DEFAULTING
LENDER") SHALL FAIL OR REFUSE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY WITHIN THE TIME
PERIOD SPECIFIED FOR PERFORMANCE OF SUCH OBLIGATION OR, IF NO TIME PERIOD IS
SPECIFIED, IF SUCH FAILURE OR REFUSAL CONTINUES FOR A PERIOD OF THREE (3)
BUSINESS DAYS AFTER NOTICE FROM THE ADMINISTRATIVE AGENT, THEN, IN ADDITION TO
THE RIGHTS AND