DIFFERENT FROM THE BRANCH OR OFFICE HOLDING SUCH DEPOSIT OR OBLIGATED ON SUCH
INDEBTEDNESS.
THE RIGHTS OF EACH LENDER, THE LC ISSUER AND THEIR RESPECTIVE
AFFILIATES UNDER THIS SECTION ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES
(INCLUDING OTHER RIGHTS OF SETOFF) THAT SUCH LENDER, THE LC ISSUER OR THEIR
RESPECTIVE AFFILIATES MAY HAVE.
EACH LENDER AND THE LC ISSUER AGREES TO NOTIFY
THE BORROWERS AND THE ADMINISTRATIVE AGENT PROMPTLY AFTER ANY SUCH SETOFF AND
APPLICATION,
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PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF
SUCH SETOFF AND APPLICATION.
12.6
NO WAIVERS.
NO FAILURE OR DELAY BY THE ADMINISTRATIVE AGENT, THE
LC ISSUER OR ANY LENDER IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER,
UNDER THE NOTES OR UNDER ANY OTHER LOAN DOCUMENT SHALL OPERATE AS A WAIVER
THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
PRIVILEGE.
NO WAIVER SHALL EXTEND TO OR AFFECT ANY OBLIGATION NOT EXPRESSLY
WAIVED OR IMPAIR ANY RIGHT CONSEQUENT THEREON.
NO COURSE OF DEALING OR OMISSION
ON THE PART OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR THE LENDERS IN
EXERCISING ANY RIGHT SHALL OPERATE AS A WAIVER THEREOF OR OTHERWISE BE
PREJUDICIAL THERETO.
NO NOTICE TO OR DEMAND UPON THE BORROWERS SHALL ENTITLE
THE BORROWERS TO OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE LOAN DOCUMENTS.
THE RIGHTS AND REMEDIES HEREIN AND IN THE NOTES AND THE OTHER LOAN DOCUMENTS ARE
CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES OTHERWISE PROVIDED BY
AGREEMENT OR LAW.
12.7
AMENDMENTS, WAIVERS, ETC.
(A)
NEITHER THIS AGREEMENT NOR THE NOTES NOR ANY OTHER LOAN DOCUMENT
NOR ANY PROVISION HEREOF OR THEREOF MAY BE AMENDED, WAIVED, DISCHARGED OR
TERMINATED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE ADMINISTRATIVE AGENT ON
BEHALF OF THE LENDERS AND, WITH RESPECT TO LETTERS OF CREDIT, THE LC ISSUER OR,
AS THE CASE MAY BE, BY THE LENDERS AND, WITH RESPECT TO LETTERS OF CREDIT, THE
LC ISSUER AND ALSO, IN THE CASE OF AMENDMENTS, BY THE BORROWERS.
(B)
EXCEPT WHERE THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
AUTHORIZES OR PERMITS THE ADMINISTRATIVE AGENT TO ACT ALONE AND EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 12.7(B), ANY ACTION TO BE TAKEN
(INCLUDING THE GIVING OF NOTICE) BY THE LENDERS MAY BE TAKEN, AND ANY CONSENT OR
APPROVAL REQUIRED OR PERMITTED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO
BE GIVEN BY THE LENDERS MAY BE GIVEN, AND ANY TERM OF THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT RELATED TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR MENTIONED THEREIN MAY BE AMENDED, AND
THE PERFORMANCE OR OBSERVANCE BY THE BORROWERS OR ANY OTHER PERSON OF ANY OF THE
TERMS THEREOF AND ANY DEFAULT OR EVENT OF DEFAULT (AS DEFINED IN ANY OF THE
ABOVE-REFERENCED DOCUMENTS OR INSTRUMENTS) MAY BE