SUCH INCREASED COSTS (ALTHOUGH THE BORROWER, IN
ACCORDANCE WITH AND PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENT, SHALL BE
OBLIGATED TO PAY ANY OTHER INCREASED COSTS OF THE TYPE DESCRIBED ABOVE RESULTING
FROM CHANGES AFTER THE DATE OF THE RESPECTIVE ASSIGNMENT).
(I)
NOTWITHSTANDING ANY OTHER PROVISIONS OF
THIS SECTION 12.04 TO THE CONTRARY, 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.
(J)
EACH LENDER INITIALLY PARTY TO THIS
AGREEMENT HEREBY REPRESENTS, AND EACH PERSON THAT BECAME A LENDER PURSUANT TO AN
ASSIGNMENT PERMITTED BY THIS SECTION 12.04 WILL, UPON ITS BECOMING PARTY TO THIS
AGREEMENT, REPRESENT THAT IT IS AN ELIGIBLE TRANSFEREE WHICH IS IN THE BUSINESS
OF MAKING, PURCHASING OR INVESTING IN EXTENSIONS OF CREDIT OF THE TYPES MADE
UNDER THIS AGREEMENT AND THAT IT WILL MAKE OR ACQUIRE LOANS FOR ITS OWN ACCOUNT,
PROVIDED THAT SUBJECT TO THE PRECEDING CLAUSES (B), (D) AND (F) OF THIS
SECTION 12.04, 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.
12.05
NO WAIVER; REMEDIES CUMULATIVE.
NO FAILURE OR DELAY ON THE PART OF ANY
AGENT OR ANY LENDER IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR
UNDER ANY OTHER CREDIT DOCUMENT AND NO COURSE OF DEALING BETWEEN ANY CREDIT
PARTY AND ANY 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.
THE RIGHTS AND REMEDIES HEREIN EXPRESSLY PROVIDED ARE CUMULATIVE AND NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH ANY AGENT OR ANY LENDER WOULD
OTHERWISE HAVE.
NO NOTICE TO OR DEMAND ON ANY CREDIT PARTY IN ANY CASE SHALL
ENTITLE ANY CREDIT PARTY TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR
OTHER CIRCUMSTANCES OR CONSTITUTE A WAIVER OF THE RIGHTS OF ANY AGENT OR ANY
LENDER TO ANY OTHER OR FURTHER ACTION IN ANY CIRCUMSTANCES WITHOUT NOTICE OR
DEMAND.
12.06
PAYMENTS PRO RATA.
(A)
THE ADMINISTRATIVE AGENT AGREES THAT PROMPTLY
AFTER ITS RECEIPT OF EACH PAYMENT FROM OR ON BEHALF OF ANY CREDIT PARTY IN
RESPECT OF ANY OBLIGATIONS OF SUCH CREDIT PARTY HEREUNDER, IT SHALL DISTRIBUTE
SUCH PAYMENT TO THE LENDERS (OTHER THAN ANY LENDER THAT HAS EXPRESSLY WAIVED ITS
RIGHT TO RECEIVE ITS PRO RATA SHARE THEREOF) PRO RATA BASED UPON THEIR
RESPECTIVE SHARES, IF ANY, OF THE OBLIGATIONS WITH RESPECT TO WHICH SUCH PAYMENT
WAS RECEIVED.
(B)
EACH OF THE LENDERS AGREES THAT, IF IT
SHOULD RECEIVE ANY AMOUNT HEREUNDER (WHETHER BY VOLUNTARY PAYMENT, BY
REALIZATION UPON SECURITY,