TO SET OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR
DEMAND, PROVISIONAL OR FINAL) AT ANY TIME HELD AND OTHER INDEBTEDNESS AT ANY
TIME OWING BY THE LENDER (OR ITS AFFILIATES) TO OR FOR THE CREDIT OR THE ACCOUNT
OF THE BORROWER AGAINST ANY AND ALL OF THE OBLIGATIONS OF THE BORROWER NOW OR
HEREAFTER EXISTING UNDER THIS AGREEMENT, UNDER THE NOTE, UNDER ANY OTHER CREDIT
DOCUMENT OR OTHERWISE, IRRESPECTIVE OF WHETHER THE LENDER SHALL HAVE MADE ANY
DEMAND UNDER HEREUNDER OR THEREUNDER AND ALTHOUGH SUCH OBLIGATIONS MAY BE
UNMATURED AND REGARDLESS OF THE ADEQUACY OF ANY OTHER COLLATERAL SECURING THE
OBLIGATIONS. EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBLIGATION THAT THE
LENDER MAY HAVE TO ANY SET-OFF BASED ON THE FAILURE OF THE LENDER TO EXERCISE
ANY RIGHTS THAT IT MAY HAVE WITH RESPECT TO ANY OTHER COLLATERAL PRIOR TO THE
EXERCISE OF ANY SET-OFF. THE LENDER AGREES PROMPTLY TO NOTIFY THE BORROWER AFTER
ANY SUCH SET-OFF AND APPLICATION MADE BY THE LENDER; PROVIDED, HOWEVER, THAT THE
FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND
APPLICATION. THE RIGHTS OF THE LENDER UNDER THIS SECTION 12.2 ARE IN ADDITION TO
OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SET-OFF) THAT THE LENDER
MAY HAVE.
12.3
PARTICIPATING LENDERS.
THE BORROWER UNDERSTANDS THAT ALTHOUGH THE
NOTE AND THE OTHER CREDIT DOCUMENTS NAME THE LENDER AS THE HOLDER THEREOF, THE
LENDER MAY FROM TIME TO TIME SELL PARTICIPATION INTERESTS IN THE LOAN TO ONE OR
MORE OTHER LENDERS, AND THE BORROWER AGREES THAT, SUBJECT TO THE TERMS OF THE
AGREEMENTS OF PARTICIPATION, EACH PARTICIPATING LENDER WILL BE ENTITLED TO RELY
ON THE TERMS OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND WILL BE
ENTITLED TO EXERCISE ANY AND ALL RIGHTS OF SETOFF OR BANKER'S LIEN WITH RESPECT
TO ANY DEPOSITS OR OTHER MONIES OWING BY SUCH PARTICIPATING LENDER TO THE
BORROWER AS FULLY AS IF SUCH PARTICIPATING LENDER HAD BEEN NAMED AS THE HOLDER
OF THE NOTE AND OTHER CREDIT DOCUMENTS.
12.4
NO WAIVER; REMEDIES CUMULATIVE. NO FAILURE OR DELAY ON THE PART OF
THE LENDER IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR UNDER ANY
OTHER CREDIT DOCUMENT AND NO COURSE OF DEALING BETWEEN THE LENDER AND ANY OF THE
CREDIT PARTIES 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 PROVIDED HEREIN ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES WHICH THE LENDER WOULD OTHERWISE HAVE.
NO NOTICE TO OR DEMAND ON ANY
CREDIT PARTY IN ANY CASE SHALL ENTITLE THE CREDIT PARTIES TO ANY OTHER OR
FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A
WAIVER OF THE RIGHTS OF THE LENDER TO ANY OTHER OR FURTHER ACTION IN ANY
CIRCUMSTANCES