Bank, or (ii) any Lender that is a trust, limited
liability company, partnership or other investment company from pledging its
Notes or Loans to a trustee or agent for the benefit of holders of certificates
or debt securities issued by it.
No such pledge, or any assignment pursuant to
or in lieu of an enforcement of such a pledge, shall relieve the transferor
Lender from its obligations hereunder.
(D)
NO SEC REGISTRATION OR BLUE SKY COMPLIANCE.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SECTION 11.4, NO TRANSFER OR
ASSIGNMENT OF THE INTERESTS OR OBLIGATIONS OF ANY LENDER HEREUNDER OR ANY GRANT
OF PARTICIPATION THEREIN SHALL BE PERMITTED IF SUCH TRANSFER, ASSIGNMENT OR
GRANT WOULD REQUIRE THE BORROWER TO FILE A REGISTRATION STATEMENT WITH THE SEC
OR TO QUALIFY THE LOANS UNDER THE "BLUE SKY" LAWS OF ANY STATE.
(E)
REPRESENTATIONS OF LENDERS.
EACH LENDER
INITIALLY PARTY TO THIS AGREEMENT HEREBY REPRESENTS, AND EACH PERSON THAT
BECOMES A LENDER PURSUANT TO AN ASSIGNMENT PERMITTED BY THIS SECTION 11.4 WILL,
UPON ITS BECOMING PARTY TO THIS AGREEMENT, REPRESENT THAT IT IS A COMMERCIAL
LENDER, OTHER FINANCIAL INSTITUTION OR OTHER "ACCREDITED" INVESTOR (AS DEFINED
IN SEC REGULATION D) THAT MAKES OR ACQUIRES LOANS IN THE ORDINARY COURSE OF ITS
BUSINESS AND THAT IT WILL MAKE OR ACQUIRE LOANS FOR ITS OWN ACCOUNT IN THE
ORDINARY COURSE OF SUCH BUSINESS, PROVIDED THAT SUBJECT TO THE PRECEDING
SECTIONS 11.4(B) AND (C), THE DISPOSITION OF ANY PROMISSORY NOTES OR OTHER
EVIDENCES OF OR INTERESTS IN INDEBTEDNESS HELD BY SUCH LENDER SHALL AT ALL TIMES
BE WITHIN ITS EXCLUSIVE CONTROL.
SECTION 11.5
NO WAIVER; REMEDIES CUMULATIVE.
NO
FAILURE OR DELAY ON THE PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN
EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR UNDER ANY OTHER CREDIT
DOCUMENT AND NO COURSE OF DEALING BETWEEN THE BORROWER AND THE ADMINISTRATIVE
AGENT OR ANY LENDER SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR UNDER ANY OTHER
CREDIT DOCUMENT PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER OR THEREUNDER.
NO NOTICE TO OR
DEMAND ON THE BORROWER IN ANY CASE SHALL ENTITLE THE BORROWER TO ANY OTHER OR
FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A
WAIVER OF THE RIGHTS OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO ANY OTHER OR
FURTHER ACTION IN ANY CIRCUMSTANCES WITHOUT NOTICE OR DEMAND.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THE MAKING OF A LOAN SHALL NOT BE CONSTRUED AS
A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT, REGARDLESS OF WHETHER THE
ADMINISTRATIVE AGENT, ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF SUCH
DEFAULT OR EVENT OF DEFAULT AT THE TIME.
THE RIGHTS AND REMEDIES HEREIN
EXPRESSLY PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES
THAT THE ADMINISTRATIVE AGENT OR ANY LENDER WOULD OTHERWISE HAVE.
SECTION 11.6
PAYMENTS PRO RATA; SHARING OF
SETOFFS.
(A)
THE ADMINISTRATIVE