SHALL TOGETHER CONSTITUTE ONE AND THE
SAME AGREEMENT.
TELECOPIED SIGNATURES HERETO AND TO THE OTHER LOAN DOCUMENTS
SHALL BE OF THE SAME FORCE AND EFFECT AS AN ORIGINAL OF A MANUALLY SIGNED COPY.
12.8
WAIVER; REMEDIES CUMULATIVE; PAYMENT OF CLAIMS; FULL RECOURSE.
(A)
NO FAILURE OR DELAY ON THE PART OF AGENT OR ANY LENDER IN
EXERCISING ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, AND NO COURSE OF DEALING BETWEEN BORROWER, ANY PRIMARY OBLIGOR, ANY
PORTFOLIO ENTITY, ANY RELATED ENTITY OR ANY OTHER LOAN PARTY OR ANY SUBSIDIARY
THEREOF AND AGENT OR ANY LENDER SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER
OR PRIVILEGE.
NO NOTICE TO OR DEMAND ON BORROWER, ANY PRIMARY OBLIGOR, ANY
PORTFOLIO ENTITY, ANY RELATED ENTITY
63
OR ANY OTHER LOAN PARTY OR ANY SUBSIDIARY THEREOF IN ANY CASE SHALL ENTITLE SUCH
PERSON TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES OR CONSTITUTE A WAIVER OF THE RIGHT OF AGENT OR ANY LENDER TO ANY
OTHER OR FURTHER ACTION IN ANY CIRCUMSTANCES WITHOUT NOTICE OR DEMAND.
(B)
THE RIGHTS AND REMEDIES HEREIN EXPRESSLY PROVIDED ARE CUMULATIVE
AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH AGENT OR ANY LENDER WOULD
OTHERWISE HAVE PURSUANT TO SUCH DOCUMENTS OR AT LAW OR EQUITY.
(C)
IN FURTHERANCE AND NOT IN LIMITATION OF THE OTHER RIGHTS AND
REMEDIES OF AGENT AND THE LENDERS, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT OR
DEFAULT, AGENT, IN ITS SOLE AND ABSOLUTE DISCRETION, WITHOUT WAIVING OR
RELEASING ANY COVENANT, AGREEMENT OR OTHER OBLIGATION OF BORROWER OR ANY DEFAULT
OR EVENT OF DEFAULT, MAY AT ANY TIME OR TIMES HEREAFTER, BUT SHALL BE UNDER NO
OBLIGATION TO, PAY, ACQUIRE AND/OR ACCEPT AN ASSIGNMENT OF ANY SECURITY
INTEREST, LIEN, ENCUMBRANCE OR CLAIM ASSERTED BY ANY PERSON AGAINST THE ASSETS
OF BORROWER, OR ANY PRIMARY OBLIGOR, OR ANY WHOLLY-OWNED SUBSIDIARY.
ALL SUMS
PAID BY AGENT IN RESPECT THEREOF AND ALL REASONABLE COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES OF COUNSEL TO AGENT) RELATING
THERETO INCURRED BY AGENT OR FOR WHICH AGENT BECOMES OBLIGATED ON ACCOUNT
THEREOF SHALL BE PART OF THE OBLIGATIONS PAYABLE BY A BORROWER TO AGENT ON
DEMAND AND ANY AMOUNT NOT PAID ON DEMAND SHALL BEAR INTEREST AT THE PAST DUE
RATE.
(D)
BORROWER'S OBLIGATIONS TO PAY PRINCIPAL, INTEREST, FEES AND OTHER
AMOUNTS WHEN DUE UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS IS ABSOLUTE
AND UNCONDITIONAL AND A FULL RECOURSE OBLIGATION OF BORROWER, NOTWITHSTANDING
ANY FACT OR CIRCUMSTANCE AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
WHETHER OR NOT THERE ARE FUNDS AVAILABLE IN THE CASH FLOW CASH COLLATERAL
ACCOUNT FOR APPLICATION TO ANY SUCH OBLIGATION.
12.9
RECOVERIES; PRO RATA SHARING.
(A)
ANY RECOVERIES (AFTER DEDUCTION AND PAYMENT OF ALL EXPENSES AND
COSTS PERMITTED BY THIS AGREEMENT, THE SECURITY DOCUMENTS OR