TO
THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN
109
DOCUMENT. THE LENDERS SHALL HAVE THE CONTINUING AND EXCLUSIVE RIGHT TO APPLY OR
REVERSE AND REAPPLY ANY AND ALL PAYMENTS BY BORROWER TO ANY PORTION OF THE
OBLIGATIONS OF BORROWER HEREUNDER, PROVIDED THAT SUCH APPLICATION OR
REAPPLICATION IS PERFORMED BY THE LENDERS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OR ANY OTHER APPLICABLE LOAN DOCUMENT. TO THE EXTENT BORROWER MAKES A
PAYMENT OR PAYMENTS TO AGENT OR ANY LENDER FOR BORROWER'S BENEFIT, WHICH PAYMENT
OR PROCEEDS OR ANY PART THEREOF ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE
FRAUDULENT OR PREFERENTIAL, SET ASIDE OR REQUIRED TO BE REPAID TO A TRUSTEE,
RECEIVER OR ANY OTHER PARTY UNDER ANY BANKRUPTCY LAW, STATE OR FEDERAL LAW,
COMMON LAW OR EQUITABLE CAUSE, THEN, TO THE EXTENT OF SUCH PAYMENT OR PROCEEDS
RECEIVED, THE OBLIGATIONS HEREUNDER OR PART THEREOF INTENDED TO BE SATISFIED
SHALL BE REVIVED AND CONTINUE IN FULL FORCE AND EFFECT, AS IF SUCH PAYMENT OR
PROCEEDS HAD NOT BEEN RECEIVED BY AGENT OR SUCH LENDER.
SECTION 8.12.
WAIVER OF NOTICE.
BORROWER SHALL NOT BE ENTITLED TO ANY
NOTICES OF ANY NATURE WHATSOEVER FROM AGENT, ANY LENDER OR COLLATERAL AGENT
EXCEPT WITH RESPECT TO MATTERS FOR WHICH THIS AGREEMENT OR ANOTHER LOAN DOCUMENT
SPECIFICALLY AND EXPRESSLY PROVIDES FOR THE GIVING OF NOTICE BY AGENT, SUCH
LENDER AND/OR COLLATERAL AGENT TO BORROWER AND EXCEPT WITH RESPECT TO MATTERS
FOR WHICH BORROWER IS NOT, PURSUANT TO APPLICABLE LEGAL REQUIREMENTS, PERMITTED
TO WAIVE THE GIVING OF NOTICE. BORROWER HEREBY EXPRESSLY WAIVES THE RIGHT TO
RECEIVE ANY NOTICE FROM AGENT, ANY LENDER AND COLLATERAL AGENT WITH RESPECT TO
ANY MATTER FOR WHICH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS DOES NOT
SPECIFICALLY AND EXPRESSLY PROVIDE FOR THE GIVING OF NOTICE BY AGENT OR SUCH
LENDER OR COLLATERAL AGENT TO BORROWER.
SECTION 8.13.
FAILURE TO CONSENT.
IF BORROWER SHALL SEEK THE APPROVAL
BY OR CONSENT OF AGENT OR THE LENDERS HEREUNDER OR UNDER THE NOTE, OR ANY OF THE
OTHER LOAN DOCUMENTS, AND AGENT OR THE LENDERS SHALL FAIL OR REFUSE TO GIVE SUCH
CONSENT OR APPROVAL, THEN BORROWER SHALL NOT BE ENTITLED TO ANY DAMAGES FOR ANY
WITHHOLDING OR DELAY OF SUCH APPROVAL OR CONSENT BY AGENT OR THE LENDERS, IT
BEING INTENDED THAT BORROWER'S SOLE REMEDY SHALL BE TO BRING AN ACTION FOR AN
INJUNCTION OR SPECIFIC PERFORMANCE.
SECTION 8.14.
SCHEDULES INCORPORATED.
THE INFORMATION SET FORTH ON THE
COVER, HEADING AND RECITALS HEREOF, AND THE SCHEDULES ATTACHED HERETO, ARE
HEREBY INCORPORATED HEREIN AS A PART OF THIS AGREEMENT WITH THE SAME EFFECT AS
IF SET FORTH IN THE BODY HEREOF.
SECTION 8.15.
OFFSETS, COUNTERCLAIMS AND DEFENSES.
ANY ASSIGNEE OF ANY
LENDER'S INTEREST IN AND TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL
TAKE THE SAME FREE AND CLEAR OF ALL OFFSETS, COUNTERCLAIMS OR DEFENSES WHICH ARE
UNRELATED TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WHICH BORROWER MAY
OTHERWISE HAVE AGAINST ANY ASSIGNOR OR THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS. NO SUCH UNRELATED