TIME IN ITS DISCRETION,
IN WHOLE OR IN PART, WHETHER BY OPERATION OF LAW (PURSUANT TO A MERGER OR OTHER
SUCCESSOR IN INTEREST) OR OTHERWISE. UPON SUCH ASSIGNMENT, ALL REFERENCES TO
LENDER IN THIS LOAN AGREEMENT AND IN ANY LOAN DOCUMENT SHALL BE DEEMED TO REFER
TO SUCH ASSIGNEE OR SUCCESSOR IN INTEREST AND SUCH ASSIGNEE OR SUCCESSOR IN
INTEREST SHALL THEREAFTER STAND IN THE PLACE OF LENDER. BORROWER MAY NOT ASSIGN
ITS RIGHTS, TITLE, INTERESTS OR OBLIGATIONS UNDER THIS LOAN AGREEMENT OR UNDER
ANY OF THE LOAN DOCUMENTS.
10.21
SET-OFF. IN ADDITION TO ANY RIGHTS AND REMEDIES OF LENDER PROVIDED BY
THIS LOAN AGREEMENT AND BY LAW, LENDER SHALL HAVE THE RIGHT, WITHOUT PRIOR
NOTICE TO BORROWER, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY BORROWER TO THE
EXTENT PERMITTED BY APPLICABLE LAW, UPON ANY AMOUNT BECOMING DUE AND PAYABLE BY
BORROWER HEREUNDER (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR
OTHERWISE) TO SET-OFF AND APPROPRIATE AND APPLY AGAINST SUCH AMOUNT ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL), IN ANY
CURRENCY, AND ANY OTHER CREDITS, INDEBTEDNESS OR CLAIMS, IN ANY CURRENCY, IN
EACH CASE WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, MATURED OR
UNMATURED, AT ANY TIME HELD OR OWING BY LENDER OR ANY AFFILIATE THEREOF TO OR
FOR THE CREDIT OR THE ACCOUNT OF BORROWER. LENDER AGREES PROMPTLY TO NOTIFY
BORROWER AFTER ANY SUCH SET-OFF AND
77
APPLICATION MADE BY LENDER; PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL
NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
10.22
CERTAIN ADDITIONAL RIGHTS OF LENDER. NOTWITHSTANDING ANYTHING TO THE
CONTRARY WHICH MAY BE CONTAINED IN THIS AGREEMENT, LENDER SHALL HAVE:
(I)
THE RIGHT TO ROUTINELY CONSULT WITH BORROWER'S MANAGEMENT
REGARDING THE SIGNIFICANT BUSINESS ACTIVITIES AND BUSINESS AND FINANCIAL
DEVELOPMENTS OF BORROWER, PROVIDED, HOWEVER, THAT SUCH CONSULTATIONS SHALL NOT
INCLUDE DISCUSSIONS OF ENVIRONMENTAL COMPLIANCE PROGRAMS OR DISPOSAL OF
HAZARDOUS SUBSTANCES. CONSULTATION MEETINGS (WHICH MAY BE HELD BY
TELECONFERENCE) SHOULD OCCUR ON A REGULAR BASIS (NO LESS FREQUENTLY THAN
QUARTERLY) WITH LENDER HAVING THE RIGHT TO CALL SPECIAL MEETINGS AT ANY
REASONABLE TIMES UPON REASONABLE NOTICE;
(II)
THE RIGHT, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, TO
EXAMINE THE BOOKS AND RECORDS OF BORROWER AT ANY TIME UPON REASONABLE NOTICE;
(III)
THE RIGHT, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, TO
RECEIVE MONTHLY, QUARTERLY AND YEAR-END FINANCIAL REPORTS, INCLUDING BALANCE
SHEETS, STATEMENTS OF INCOME, SHAREHOLDER'S EQUITY AND CASH FLOW, A MANAGEMENT
REPORT AND SCHEDULES OF OUTSTANDING INDEBTEDNESS;
(IV)
THE RIGHT, WITHOUT RESTRICTING ANY OTHER RIGHTS OF LENDER UNDER
THIS AGREEMENT (INCLUDING ANY SIMILAR RIGHT), TO RESTRICT FINANCING TO BE
OBTAINED WITH RESPECT TO THE PROPERTY SO LONG AS ANY PORTION OF THE DEBT REMAINS
OUTSTANDING;
(V)
THE RIGHT, WITHOUT RESTRICTING ANY OTHER RIGHT OF LENDER UNDER
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (INCLUDING ANY SIMILAR RIGHT), TO
RESTRICT, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, BORROWER'S PAYMENTS OF
MANAGEMENT, CONSULTING, DIRECTOR OR SIMILAR FEES TO AFFILIATES OF BORROWER FROM
THE