(GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY TIME
HELD AND ANY OTHER INDEBTEDNESS AT ANY TIME OWING BY LENDER PARTY TO, OR FOR THE
CREDIT OR THE ACCOUNT OF, BORROWER AGAINST ANY OR ALL OF THE CREDIT AGREEMENT
OBLIGATIONS NOW OR HEREAFTER EXISTING WHETHER OR NOT SUCH CREDIT AGREEMENT
OBLIGATIONS HAVE MATURED AND IRRESPECTIVE OF WHETHER LENDER PARTY HAS EXERCISED
ANY OTHER RIGHTS THAT IT HAS OR MAY HAVE WITH RESPECT TO SUCH CREDIT AGREEMENT
OBLIGATIONS, INCLUDING WITHOUT LIMITATION ANY ACCELERATION RIGHTS.
THE
AFORESAID RIGHT OF SET-OFF MAY BE EXERCISED BY LENDER PARTY AGAINST BORROWER OR
AGAINST ANY TRUSTEE IN BANKRUPTCY, DEBTOR IN POSSESSION, ASSIGNEE FOR THE
BENEFIT OF THE CREDITORS, RECEIVER, OR EXECUTION, JUDGMENT OR ATTACHMENT
CREDITOR OF BORROWER, OR SUCH TRUSTEE IN BANKRUPTCY, DEBTOR IN POSSESSION,
ASSIGNEE FOR THE BENEFIT OF CREDITORS, RECEIVER, OR EXECUTION, JUDGMENT OR
ATTACHMENT CREDITOR, NOTWITHSTANDING THE FACT THAT SUCH RIGHT OF SET-OFF SHALL
NOT HAVE BEEN EXERCISED BY LENDER PARTY PRIOR TO THE MAKING, FILING OR ISSUANCE,
OR SERVICE UPON LENDER PARTY OF, OR OF NOTICE OF, ANY SUCH PETITION; ASSIGNMENT
FOR THE BENEFIT OF CREDITORS; APPOINTMENT OR APPLICATION FOR THE APPOINTMENT OF
A RECEIVER; OR ISSUANCE OF EXECUTION, SUBPOENA, ORDER OR WARRANT.
LENDER PARTY
AGREES TO PROMPTLY NOTIFY BORROWER AFTER ANY SUCH SET-OFF AND APPLICATION,
PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF
SUCH SET-OFF AND APPLICATION.
THE RIGHTS OF LENDER PARTY UNDER THIS SECTION ARE
IN ADDITION TO THE OTHER RIGHTS AND REMEDIES (INCLUDING, WITHOUT LIMITATION,
OTHER RIGHTS OF SET-OFF) WHICH LENDER PARTY MAY HAVE.
11.7
NO LIMITATION ON RIGHTS AND REMEDIES.
THE ENUMERATION OF THE
POWERS, RIGHTS AND REMEDIES IN THIS ARTICLE SHALL NOT BE CONSTRUED TO LIMIT THE
EXERCISE THEREOF TO SUCH TIME AS AN EVENT OF DEFAULT OCCURS IF, UNDER APPLICABLE
LAW OR ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, LENDER
PARTY HAS ANY OF SUCH POWERS, RIGHTS AND REMEDIES REGARDLESS OF WHETHER AN EVENT
OF DEFAULT HAS OCCURRED, AND ANY LIMITATION CONTAINED HEREIN OR IN ANY OF THE
OTHER LOAN DOCUMENTS AS TO LENDER PARTY'S EXERCISE OF ANY POWER, RIGHT OR REMEDY
FOR A PERIOD OF TIME ONLY DURING THE CONTINUANCE OF AN EVENT OF DEFAULT SHALL
ONLY BE APPLICABLE AT SUCH TIME
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AS LENDER PARTY SHALL HAVE ACTUAL KNOWLEDGE THAT SUCH EVENT OF DEFAULT IS NO
LONGER CONTINUING AND FOR A REASONABLE TIME THEREAFTER AS MAY BE NECESSARY FOR
LENDER PARTY TO CEASE THE EXERCISE OF SUCH POWERS, RIGHTS AND REMEDIES (IT BEING
EXPRESSLY UNDERSTOOD AND AGREED THAT UNTIL SUCH TIME AS LENDER PARTY SHALL
OBTAIN SUCH KNOWLEDGE AND AFTER THE EXPIRATION OF SUCH REASONABLE TIME, LENDER
PARTY SHALL HAVE NO LIABILITY WHATSOEVER FOR THE COMMENCEMENT OF OR CONTINUING
EXERCISE OF ANY SUCH POWER, RIGHT OR REMEDY).
11.8
REPOSSESSION OF THE COLLATERAL; CARE AND CUSTODY OF THE COLLATERAL,
ETC.
BORROWER AGREES TO GIVE COLLATERAL AGENT NOTICE IN THE MANNER SET FORTH IN
THIS AGREEMENT WITHIN 24 HOURS OF THE TIME