SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE
CONDITIONS SET FORTH IN ARTICLE III), THE SECURITY DOCUMENTATION AND THE OTHER
LOAN DOCUMENTS AND THE ADVANCE OF BORROWINGS; (III) THE SUBORDINATION OF ANY
COLLATERAL, INCLUDING TITLE CHARGES, RECORDING FEES AND REASONABLE ATTORNEYS'
FEES AND COSTS INCURRED IN CONNECTION THEREWITH; (IV) ANY APPRAISALS PERFORMED
AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT; (V) THE CREATION, PERFECTION OR
PROTECTION OF
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THE SECURITY DOCUMENTATION ON THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
FEES AND EXPENSES FOR TITLE AND LIEN SEARCHES, LOCAL COUNSEL IN VARIOUS
JURISDICTIONS, FILING AND RECORDING FEES AND TAXES, DUPLICATION COSTS AND
CORPORATE SEARCH FEES); AND (VI) THE PROTECTION, COLLECTION OR ENFORCEMENT OF
ANY OF THE OBLIGATIONS OR THE COLLATERAL, INCLUDING PROTECTIVE ADVANCES.
B.
AFTER EVENT OF DEFAULT.
BORROWERS FURTHER AGREE TO PAY, OR
REIMBURSE AGENT BANK AND LENDERS, FOR ALL REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS INCURRED BY AGENT BANK OR LENDERS AFTER THE OCCURRENCE OF AN EVENT
OF DEFAULT (I) IN ENFORCING ANY OBLIGATION OR IN FORECLOSING AGAINST THE
COLLATERAL OR EXERCISING OR ENFORCING ANY OTHER RIGHT OR REMEDY AVAILABLE BY
REASON OF SUCH EVENT OF DEFAULT; (II) IN CONNECTION WITH ANY REFINANCING OR
RESTRUCTURING OF THE CREDIT ARRANGEMENTS PROVIDED UNDER THIS CREDIT AGREEMENT IN
THE NATURE OF A "WORK-OUT" OR IN ANY INSOLVENCY OR BANKRUPTCY PROCEEDING;
(III) IN COMMENCING, DEFENDING OR INTERVENING IN ANY LITIGATION OR IN FILING A
PETITION, COMPLAINT, ANSWER, MOTION OR OTHER PLEADINGS IN ANY LEGAL PROCEEDING
RELATING TO BORROWERS AND RELATED TO OR ARISING OUT OF THE TRANSACTIONS
CONTEMPLATED HEREBY; (IV) IN TAKING ANY OTHER ACTION IN OR WITH RESPECT TO ANY
SUIT OR PROCEEDING (WHETHER IN BANKRUPTCY OR OTHERWISE); (V) IN PROTECTING,
PRESERVING, COLLECTING, LEASING, SELLING, TAKING POSSESSION OF, OR LIQUIDATING
ANY OF THE COLLATERAL; OR (VI) IN ATTEMPTING TO ENFORCE OR ENFORCING ANY LIEN IN
ANY OF THE COLLATERAL OR ANY OTHER RIGHTS UNDER THE SECURITY DOCUMENTATION.
SECTION 10.21.
SETOFF.
IN ADDITION TO ANY RIGHTS AND REMEDIES OF THE
AGENT BANK PROVIDED BY LAW, IF ANY EVENT OF DEFAULT EXISTS, AGENT BANK IS
AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, WITHOUT PRIOR NOTICE TO ANY
BORROWER, ANY SUCH NOTICE BEING WAIVED BY THE BORROWERS TO THE FULLEST EXTENT
PERMITTED BY LAW, TO SET-OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL,
TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY TIME HELD BY AGENT BANK TO OR FOR
THE CREDIT OR THE ACCOUNT OF BORROWERS AGAINST ANY AND ALL OBLIGATIONS OF
BORROWERS UNDER THE CREDIT FACILITY, NOW OR HEREAFTER EXISTING, IRRESPECTIVE OF
WHETHER OR NOT THE AGENT BANK SHALL HAVE MADE DEMAND UNDER THIS CREDIT AGREEMENT
OR ANY LOAN DOCUMENT AND ALTHOUGH SUCH AMOUNTS OWED MAY BE CONTINGENT OR
UNMATURED.
AGENT BANK AGREES PROMPTLY TO NOTIFY THE BORROWERS (AND AGENT BANK
SHALL PROMPTLY NOTIFY EACH OTHER LENDER) AFTER ANY SUCH SETOFF AND APPLICATION
MADE BY AGENT BANK; PROVIDED, HOWEVER, THAT THE FAILURE TO GIVE SUCH NOTICE
SHALL NOT AFFECT THE VALIDITY OF SUCH