12.14
SURVIVAL; INTEGRATION.
(A)
EACH OF THE REPRESENTATIONS, WARRANTIES, TERMS, COVENANTS,
AGREEMENTS AND CONDITIONS CONTAINED IN THIS AGREEMENT SHALL SPECIFICALLY SURVIVE
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
THE MAKING OF THE LOANS AND SHALL, UNLESS OTHERWISE EXPRESSLY PROVIDED, CONTINUE
IN FULL FORCE AND EFFECT UNTIL THE COMMITMENTS HAVE BEEN TERMINATED AND THE
LOANS TOGETHER WITH INTEREST THEREON, THE COMMITMENT COMMISSIONS,
THE FEES AND
COMPENSATION OF AGENT, AND ALL OTHER SUMS PAYABLE HEREUNDER OR THEREUNDER HAVE
BEEN INDEFEASIBLY PAID IN FULL.
(B)
THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, COMPRISES
THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE SUBJECT MATTER
HEREOF AND THEREOF AND SUPERSEDES
ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, ON THE
SUBJECT MATTER HEREOF AND THEREOF.
IN THE EVENT OF ANY DIRECT CONFLICT BETWEEN
THE PROVISIONS OF THIS AGREEMENT AND THOSE OF ANY OTHER LOAN DOCUMENT, THE
PROVISIONS OF THIS AGREEMENT SHALL CONTROL AND GOVERN; PROVIDED THAT THE
INCLUSION OF SUPPLEMENTAL RIGHTS OR REMEDIES IN FAVOR OF AGENT OR LENDERS IN ANY
OTHER LOAN DOCUMENT SHALL NOT BE DEEMED A CONFLICT WITH THIS AGREEMENT.
EACH
LOAN DOCUMENT WAS DRAFTED WITH THE JOINT PARTICIPATION OF THE RESPECTIVE PARTIES
THERETO AND SHALL BE CONSTRUED NEITHER AGAINST NOR IN FAVOR OF ANY PARTY, BUT
RATHER IN ACCORDANCE WITH THE FAIR MEANING THEREOF.
12.15
DOMICILE OF LOANS.
ANY LENDER MAY MAKE, MAINTAIN OR TRANSFER ANY OF
ITS LOANS HEREUNDER TO, OR FOR THE ACCOUNT OF, ANY BRANCH OFFICE, SUBSIDIARY OR
AFFILIATE OF SUCH LENDER.
12.16
NO USURY.
IT IS EXPRESSLY STIPULATED AND AGREED TO BE THE INTENT OF
AGENT, LENDERS AND BORROWER TO COMPLY AT ALL TIMES WITH APPLICABLE USURY LAWS.
IF AT ANY TIME SUCH LAWS WOULD EVER RENDER USURIOUS ANY AMOUNT CALLED FOR UNDER
ANY OF THE LOAN DOCUMENTS, THEN IT IS THE EXPRESS INTENTION OF THE PARTIES
HERETO THAT SUCH EXCESS AMOUNT BE IMMEDIATELY CREDITED ON THE APPLICABLE NOTES,
OR IF THE APPLICABLE NOTES HAVE BEEN FULLY PAID, REFUNDED BY LENDERS (PRO RATA
IN ACCORDANCE WITH THEIR RESPECTIVE PRINCIPAL AMOUNT OF THE AFFECTED LOANS), TO
BORROWER (AND BORROWER SHALL ACCEPT SUCH REFUND) AND THE PROVISIONS HEREOF AND
THEREOF BE IMMEDIATELY DEEMED TO BE REFORMED TO COMPLY WITH THE THEN APPLICABLE
LAWS, WITHOUT THE NECESSITY OF THE
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EXECUTION OF ANY FURTHER DOCUMENTS, BUT SO AS TO PERMIT THE RECOVERY TO THE
FULLEST AMOUNT OTHERWISE CALLED FOR HEREUNDER AND THEREUNDER.
ANY SUCH
CREDITING OR REFUNDING SHALL NOT CURE OR WAIVE ANY DEFAULT BY BORROWER UNDER THE
LOAN DOCUMENTS.
IF AT ANY TIME FOLLOWING ANY SUCH REDUCTION TO THE INTEREST
RATE PAYABLE BY BORROWER THERE REMAINS UNPAID ANY PRINCIPAL AMOUNTS UNDER THE
NOTES AND THE MAXIMUM INTEREST RATE PERMITTED BY APPLICABLE LAW IS INCREASED OR
ELIMINATED, THEN THE INTEREST RATE PAYABLE TO LENDERS SHALL BE READJUSTED, TO
THE FULL EXTENT PERMITTED BY APPLICABLE LAW, SO THAT THE TOTAL AMOUNT OF
INTEREST THEREUNDER PAYABLE BY BORROWER TO LENDERS SHALL BE EQUAL TO THE AMOUNT
OF INTEREST WHICH WOULD HAVE BEEN PAID BY