AMENDMENT, MODIFICATION, TERMINATION OR WAIVER
OF ANY PROVISION OF ANY NOTE SHALL BE EFFECTIVE WITHOUT THE WRITTEN CONCURRENCE
OF THE HOLDER OF THAT NOTE.
NO NOTICE TO OR DEMAND ON ANY CREDIT PARTY IN ANY
CASE SHALL ENTITLE SUCH CREDIT PARTY OR ANY OTHER CREDIT
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PARTY TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES.
ANY AMENDMENT, MODIFICATION, TERMINATION, WAIVER OR CONSENT
EFFECTED IN ACCORDANCE WITH THIS SECTION 11.2 SHALL BE BINDING UPON EACH LENDER
AT THE TIME SUCH AMENDMENT, MODIFICATION, TERMINATION, WAIVER OR CONSENT IS
EFFECTED AND EACH FUTURE LENDER.
(D)
IF, IN CONNECTION WITH ANY PROPOSED
AMENDMENT, MODIFICATION, WAIVER OR TERMINATION (OTHER THAN WITH RESPECT TO ANY
WAIVER RELATING TO THE PAYMENT OF ANY PREMIUM PAYABLE IN CONNECTION WITH ANY
PREPAYMENT OF THE LOANS) REQUIRING THE CONSENT OF ALL AFFECTED LENDERS, THE
CONSENT OF REQUISITE LENDERS IS OBTAINED, BUT THE CONSENT OF OTHER LENDERS WHOSE
CONSENT IS REQUIRED IS NOT OBTAINED (ANY SUCH LENDER WHOSE CONSENT IS NOT
OBTAINED AS DESCRIBED IN THIS CLAUSE BEING REFERRED TO AS A "NON-CONSENTING
LENDER") THEN, AT BORROWER'S REQUEST AGENT (IF AGENT SO AGREES TO PURCHASE IN
ITS SOLE DISCRETION), OR A PERSON REASONABLY ACCEPTABLE TO AGENT (IF SUCH PERSON
SO AGREES TO PURCHASE IN ITS SOLE DISCRETION), SHALL HAVE THE RIGHT WITH AGENT'S
CONSENT (BUT AGENT SHALL HAVE NO OBLIGATION) TO PURCHASE FROM SUCH
NON-CONSENTING LENDERS, AND SUCH NON-CONSENTING LENDERS AGREE THAT THEY SHALL
SELL AND ASSIGN TO AGENT OR SUCH PERSON, AS APPLICABLE, ALL OF THE COMMITMENTS
OF SUCH NON-CONSENTING LENDERS FOR AN AMOUNT EQUAL TO THE PRINCIPAL BALANCE OF
ALL LOANS HELD BY THE NON-CONSENTING LENDERS AND ALL ACCRUED INTEREST AND FEES
WITH RESPECT THERETO THROUGH THE DATE OF SALE, SUCH PURCHASE AND SALE TO BE
CONSUMMATED PURSUANT TO AN EXECUTED ASSIGNMENT AGREEMENT.
(E)
UPON PAYMENT IN FULL IN CASH OF ALL OF THE
OBLIGATIONS (OTHER THAN CONTINGENT INDEMNITY AND EXPENSE REIMBURSEMENT
OBLIGATIONS FOR WHICH NO CLAIM HAS BEEN MADE) AND TERMINATION OF THE
COMMITMENTS, AND SO LONG AS NO SUITS, ACTIONS PROCEEDINGS, OR CLAIMS ARE PENDING
OR THREATENED AGAINST ANY INDEMNIFIED PERSON ASSERTING ANY DAMAGES, LOSSES OR
LIABILITIES THAT ARE INDEMNIFIED LIABILITIES, AGENT SHALL DELIVER TO BORROWER
TERMINATION STATEMENTS, MORTGAGE RELEASES AND OTHER DOCUMENTS NECESSARY OR
APPROPRIATE TO EVIDENCE THE TERMINATION OF THE LIENS SECURING PAYMENT OF THE
OBLIGATIONS.
(F)
UPON THE EXECUTION AND DELIVERY BY ANY
PERSON TO AGENT OF A JOINDER AGREEMENT, AS APPLICABLE AS PROVIDED IN SUCH
JOINDER AGREEMENT, (A) SUCH PERSON SHALL BECOME AND BE A CREDIT PARTY HEREUNDER,
AND EACH REFERENCE IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO A "CREDIT
PARTY" SHALL ALSO MEAN AND BE A REFERENCE TO SUCH PERSON, (B) SUCH PERSON SHALL
BECOME AND BE A GUARANTOR UNDER THE SUBSIDIARY GUARANTY, AND EACH REFERENCE IN
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO A "GUARANTOR" SHALL ALSO MEAN AND
BE A REFERENCE TO SUCH PERSON, (C) SUCH PERSON SHALL BECOME AND BE A GRANTOR
UNDER THE SECURITY AGREEMENT, AND EACH REFERENCE IN