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
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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 set-off and application.
The
rights of Agent Bank under this Section 10.21 are in addition to the other
rights and remedies which Agent Bank may have.
SECTION 10.22.
BORROWER WAIVERS AND CONSENTS.
A.
EACH BORROWER SHALL BE JOINTLY AND
SEVERALLY LIABLE FOR THE REPAYMENT OF ALL SUMS OWING UNDER THE TERMS OF THIS
CREDIT AGREEMENT AND EACH THE LOAN DOCUMENTS.
B.
EACH BORROWER AGREES THAT NEITHER THE
AGENT BANK NOR ANY BANK SHALL HAVE ANY RESPONSIBILITY TO INQUIRE INTO THE
APPORTIONMENT, ALLOCATION OR DISPOSITION OF ANY BORROWINGS AS AMONG THE
BORROWERS OR WITHIN THE BORROWER CONSOLIDATION.
C.
FOR THE PURPOSE OF IMPLEMENTING THE
JOINT BORROWER PROVISIONS OF THIS CREDIT AGREEMENT AND EACH OF THE LOAN
DOCUMENTS, EACH BORROWER AND THE COLLATERAL AFFILIATE HEREBY IRREVOCABLY
APPOINTS EACH AUTHORIZED OFFICER AS ITS AGENT AND ATTORNEY-IN-FACT FOR ALL
PURPOSES OF THIS CREDIT AGREEMENT AND EACH OF THE LOAN DOCUMENTS, INCLUDING
WITHOUT LIMITATION THE GIVING AND RECEIVING OF NOTICES AND