ALL OBLIGATIONS ARE SATISFIED IN FULL.
THE EXERCISE OF ANY ONE RIGHT OR
REMEDY SHALL NOT BE DEEMED A WAIVER OR RELEASE OF ANY OTHER RIGHT OR REMEDY, AND
LENDER, UPON OR AT ANY TIME AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, MAY
PROCEED AGAINST BORROWERS, OR ANY OF THEM, AT ANY TIME, UNDER ANY AGREEMENT,
WITH ANY AVAILABLE REMEDY AND IN ANY ORDER.
8.06
SET-OFF.
UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT, LENDER AND/OR ANY AFFILIATE OF LENDER AND/OR PARTICIPANT WITH LENDER
SHALL HAVE AND BE DEEMED TO HAVE, WITHOUT NOTICE TO BORROWERS, THE IMMEDIATE
RIGHT
35
OF SET-OFF AND MAY APPLY THE FUNDS OR OTHER AMOUNTS OR PROPERTY THUS SET OFF
AGAINST ANY OF BORROWERS' OBLIGATIONS HEREUNDER.
8.07
APPLICATION OF PROCEEDS.
THE NET CASH PROCEEDS
RESULTING FROM LENDER'S EXERCISE OF ANY OF LENDERS RIGHTS PURSUANT TO THIS
ARTICLE 8 (AFTER DEDUCTING ALL EXPENSES RELATING THERETO) SHALL BE APPLIED BY
LENDER TO THE PAYMENT OF THE OBLIGATIONS AS SET FORTH IN SECTION 2.08(B) HEREOF,
AND THE BORROWERS SHALL REMAIN LIABLE TO LENDER FOR ANY DEFICIENCIES, AND LENDER
IN TURN AGREES TO REMIT TO THE BORROWERS OR THEIR SUCCESSORS OR ASSIGNS, ANY
SURPLUS RESULTING THEREFROM.
ARTICLE 9
MISCELLANEOUS
9.01
GOVERNING LAW.
THIS AGREEMENT, AND ALL MATTERS
ARISING OUT OF OR RELATING TO THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE CONSTRUED WITHOUT THE
AID OF ANY CANON, CUSTOM OR RULE OF LAW REQUIRING CONSTRUCTION AGAINST THE
DRAFTSMAN.
9.02
INTEGRATED AGREEMENT.
THE REVOLVING NOTE, THE
OTHER LOAN DOCUMENTS, ALL RELATED AGREEMENTS, AND THIS AGREEMENT SHALL BE
CONSTRUED AS INTEGRATED AND COMPLEMENTARY OF EACH OTHER, AND AS AUGMENTING AND
NOT RESTRICTING LENDER'S RIGHTS AND REMEDIES.
IF, AFTER APPLYING THE FOREGOING,
AN INCONSISTENCY STILL EXISTS, THE PROVISIONS OF THIS AGREEMENT SHALL CONSTITUTE
AN AMENDMENT THERETO AND SHALL CONTROL.
9.03
WAIVER AND INDEMNITY.
(A)
NO OMISSION OR DELAY BY LENDER IN EXERCISING
ANY RIGHT OR POWER UNDER THIS AGREEMENT OR ANY RELATED AGREEMENTS AND DOCUMENTS
WILL IMPAIR SUCH RIGHT OR POWER OR BE CONSTRUED TO BE A WAIVER OF ANY DEFAULT,
OR EVENT OF DEFAULT OR AN ACQUIESCENCE THEREIN, AND ANY SINGLE OR PARTIAL
EXERCISE OF ANY SUCH RIGHT OR POWER WILL NOT PRECLUDE OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, AND AS TO ANY BORROWER NO WAIVER
WILL BE VALID UNLESS IN WRITING AND SIGNED BY LENDER AND THEN ONLY TO THE EXTENT
SPECIFIED.
(B)
EACH BORROWER RELEASES AND SHALL INDEMNIFY,
DEFEND AND HOLD HARMLESS LENDER, AND ITS RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, ATTORNEYS AND AGENTS (EACH, AN "INDEMNIFIED PARTY"), OF AND FROM ANY
CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, JUDGMENTS, INJURIES, LOSSES, DAMAGES
AND COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, EXPENSES AND REASONABLE
LEGAL FEES) OF ANY KIND OR NATURE, WHICH AT ANY TIME MAY BE IMPOSED ON, INCURRED
BY, OR ASSERTED AGAINST ANY INDEMNIFIED PARTY, RESULTING FROM (I) ACTS OR
CONDUCT OF A BORROWER