BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE
BORROWER AT ITS ADDRESS SET FORTH IN SUBSECTION 11.07(A) OR AT SUCH OTHER
ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT
THERETO.
THE BORROWER FURTHER AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT
TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
THE RIGHT TO SUE IN ANY OTHER JURISDICTION.
46
(C)
THE BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW,
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING
REFERRED TO IN THIS SUBSECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES.
SECTION 11.04
SET-OFF.
THE BORROWER HEREBY AUTHORIZES THE LENDER, UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT AND AT ANY TIME AND FROM TIME TO TIME
DURING THE CONTINUANCE THEREOF, TO THE FULLEST EXTENT PERMITTED BY LAW, TO
SETOFF AND APPLY ANY AND ALL DEPOSITS (WHETHER GENERAL OR SPECIAL, TIME OR
DEMAND, PROVISIONAL OR FINAL AND IN WHATEVER CURRENCY) AT ANY TIME HELD, AND
OTHER INDEBTEDNESS AT ANY TIME OWING, BY THE LENDER TO OR FOR THE CREDIT OR THE
ACCOUNT OF THE BORROWER AGAINST ANY OF THE OBLIGATIONS OF THE BORROWER, NOW OR
HEREAFTER EXISTING UNDER ANY CREDIT DOCUMENT, HELD BY THE LENDER, IRRESPECTIVE
OF WHETHER THE LENDER SHALL HAVE MADE ANY DEMAND UNDER THIS AGREEMENT AND
ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED.
THE RIGHTS OF THE LENDER UNDER THIS
SECTION 11.04 ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING OTHER
RIGHTS OF SET-OFF) WHICH THE LENDER MAY HAVE.
THE LENDER, WHEN EXERCISING ITS
RIGHTS UNDER THIS SECTION 11.04, SHALL GIVE NOTICE THEREOF TO THE BORROWER AND
THE ADMINISTRATIVE AGENT CONCURRENTLY WITH OR PRIOR TO THE EXERCISE OF SUCH
RIGHTS; PROVIDED THAT FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY
OF SUCH EXERCISE.
SECTION 11.05
AMENDMENTS AND WAIVERS.
(A)
ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT (UNLESS OTHERWISE PROVIDED IN SUCH OTHER
CREDIT DOCUMENT) MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR WAIVED, BUT ONLY BY A
WRITTEN AMENDMENT OR SUPPLEMENT, OR WRITTEN WAIVER, SIGNED BY THE BORROWER AND
THE LENDER (AND, IF THE RIGHTS OR DUTIES OF THE ADMINISTRATIVE AGENT ARE
AFFECTED THEREBY, BY THE ADMINISTRATIVE AGENT), OR THE ADMINISTRATIVE AGENT WITH
THE CONSENT OF THE LENDER.
(B)
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH THEREIN, ANY WAIVER SHALL
BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR
WHICH SUCH WAIVER IS GIVEN.
SECTION 11.06
CUMULATIVE RIGHTS; NO WAIVER.
EACH AND EVERY RIGHT
GRANTED TO THE ADMINISTRATIVE AGENT AND THE LENDER HEREUNDER OR UNDER ANY OTHER
CREDIT DOCUMENT OR ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, OR
ALLOWED THEM BY LAW OR EQUITY, SHALL BE CUMULATIVE AND NOT EXCLUSIVE AND MAY BE
EXERCISED FROM TIME TO TIME.
NO FAILURE ON THE PART OF THE ADMINISTRATIVE AGENT
OR THE LENDER TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT WILL