AGREEMENT), EACH SECURED CREDITOR IS
HEREBY AUTHORIZED, AT ANY TIME OR FROM TIME TO TIME, WITHOUT NOTICE TO ANY
GUARANTOR OR TO ANY OTHER PERSON, ANY SUCH NOTICE BEING EXPRESSLY WAIVED, TO SET
OFF AND TO APPROPRIATE AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL) AND
ANY OTHER INDEBTEDNESS AT ANY TIME HELD OR OWING BY SUCH SECURED CREDITOR TO OR
FOR THE CREDIT OR THE ACCOUNT OF ANY GUARANTOR, AGAINST AND ON ACCOUNT OF THE
OBLIGATIONS AND LIABILITIES OF SUCH GUARANTOR TO SUCH SECURED CREDITOR UNDER
THIS GUARANTY, IRRESPECTIVE OF WHETHER OR NOT SUCH SECURED CREDITOR SHALL HAVE
MADE ANY DEMAND HEREUNDER AND ALTHOUGH SAID OBLIGATIONS, LIABILITIES, DEPOSITS
OR CLAIMS, OR ANY OF THEM, SHALL BE CONTINGENT OR UNMATURED.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 19,
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NO SECURED CREDITOR SHALL EXERCISE ANY SUCH RIGHT OF SET-OFF WITHOUT THE PRIOR
CONSENT OF THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, IT BEING UNDERSTOOD
AND AGREED, HOWEVER, THAT THIS SENTENCE IS FOR THE SOLE BENEFIT OF THE SECURED
CREDITORS AND MAY BE AMENDED, MODIFIED OR WAIVED IN ANY RESPECT BY THE REQUIRED
LENDERS WITHOUT THE REQUIREMENT OF PRIOR NOTICE TO OR CONSENT BY ANY CREDIT
PARTY AND DOES NOT CONSTITUTE A WAIVER OF ANY RIGHTS AGAINST ANY CREDIT PARTY OR
AGAINST ANY COLLATERAL.
20.
ALL NOTICES, REQUESTS, DEMANDS OR OTHER COMMUNICATIONS PROVIDED
FOR HEREUNDER MADE IN WRITING (INCLUDING TELEXED OR TELECOPIER COMMUNICATION)
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN OR MADE WHEN DELIVERED TO THE PERSON TO
WHICH SUCH NOTICE, REQUEST, DEMAND OR OTHER COMMUNICATION IS REQUIRED OR
PERMITTED TO BE GIVEN OR MADE UNDER THIS GUARANTY, ADDRESSED TO SUCH PARTY AT
(I) IN THE CASE OF ANY BANK CREDITOR, AS PROVIDED IN THE CREDIT AGREEMENT,
(II) IN THE CASE OF ANY GUARANTOR, AT ITS ADDRESS SET FORTH OPPOSITE ITS
SIGNATURE BELOW AND (III) IN THE CASE OF ANY INTEREST RATE CREDITOR, AT SUCH
ADDRESS AS SUCH INTEREST RATE CREDITOR SHALL HAVE SPECIFIED IN WRITING TO THE
BORROWER; OR IN ANY CASE AT SUCH OTHER ADDRESS AS ANY OF THE PERSONS LISTED
ABOVE MAY HEREAFTER NOTIFY THE OTHERS IN WRITING.
21.
IF CLAIM IS EVER MADE UPON ANY SECURED CREDITOR FOR REPAYMENT OR
RECOVERY OF ANY AMOUNT OR AMOUNTS RECEIVED IN PAYMENT OR ON ACCOUNT OF ANY OF
THE GUARANTEED OBLIGATIONS AND ANY OF THE AFORESAID SECURED CREDITORS REPAYS ALL
OR PART OF SAID AMOUNT BY REASON OF (I) ANY JUDGMENT, DECREE OR ORDER OF ANY
COURT OR ADMINISTRATIVE BODY HAVING JURISDICTION OVER SUCH SECURED CREDITOR OR
ANY OF ITS PROPERTY OR (II) ANY SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIM
EFFECTED BY SUCH SECURED CREDITOR WITH ANY SUCH CLAIMANT (INCLUDING THE
BORROWER), THEN AND IN SUCH EVENT EACH GUARANTOR AGREES THAT ANY SUCH JUDGMENT,
DECREE, ORDER, SETTLEMENT OR COMPROMISE SHALL BE BINDING UPON EACH GUARANTOR,
NOTWITHSTANDING ANY REVOCATION HEREOF OR OTHER INSTRUMENT EVIDENCING ANY
LIABILITY OF THE BORROWER, AND EACH GUARANTOR SHALL BE AND REMAIN LIABLE TO THE
AFORESAID PAYEES HEREUNDER FOR THE AMOUNT