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.
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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 OTHER COMMUNICATIONS, THE MAKING OF REQUESTS FOR, OR CONVERSIONS OR
CONTINUATIONS OF, BORROWINGS, THE EXECUTION AND DELIVERY OF CERTIFICATES AND THE
RECEIPT AND ALLOCATION OF DISBURSEMENTS FROM THE BANKS.
D.
EACH BORROWER ACKNOWLEDGES THAT THE HANDLING OF THE CREDIT
FACILITY ON A JOINT BORROWING BASIS AS SET FORTH IN THIS CREDIT AGREEMENT IS
SOLELY AN ACCOMMODATION TO BORROWERS AND IS DONE AT THEIR REQUEST.
EACH
BORROWER AGREES THAT NEITHER THE AGENT BANK, NOR ANY LENDER, SHALL INCUR ANY
LIABILITY TO ANY BORROWER AS A RESULT THEREOF.
TO INDUCE THE AGENT BANK AND THE
LENDERS TO ENTER INTO THIS CREDIT AGREEMENT, AND IN CONSIDERATION THEREOF, IN
ACCORDANCE WITH THE PROVISIONS SET FORTH IN SECTION 5.14 OF THIS CREDIT
AGREEMENT, EACH BORROWER HEREBY AGREES TO INDEMNIFY THE AGENT BANK AND EACH
LENDER AND HOLD EACH SUCH ENTITY HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITIES, EXPENSES, LOSSES, DAMAGES AND/OR CLAIMS OF DAMAGE OR INJURY
ASSERTED AGAINST SUCH ENTITY BY ANY BORROWER OR BY ANY OTHER PERSON ARISING FROM
OR INCURRED BY REASON OF THE STRUCTURING OF THE CREDIT FACILITY AS HEREIN
PROVIDED, RELIANCE BY THE AGENT BANK OR THE LENDERS ON ANY REQUESTS OR
INSTRUCTIONS FROM ANY BORROWER OR ANY AUTHORIZED OFFICER, OR ANY OTHER ACTION
TAKEN BY THE AGENT BANK OR A LENDER UNDER THE TERMS OF THIS CREDIT AGREEMENT OR
ANY OF THE LOAN DOCUMENTS AT THE REQUEST OF ANY BORROWER OR AUTHORIZED OFFICER.
THIS SECTION 10.22(D) SHALL SURVIVE TERMINATION OF THIS CREDIT AGREEMENT.
E.
EACH BORROWER REPRESENTS AND WARRANTS TO THE AGENT BANK AND THE
LENDERS THAT (I) IT HAS ESTABLISHED ADEQUATE MEANS OF OBTAINING FROM EACH
BORROWER ON A CONTINUING BASIS FINANCIAL AND OTHER INFORMATION PERTAINING TO THE
BUSINESS, OPERATIONS AND CONDITION (FINANCIAL AND OTHERWISE) OF EACH OF THE
BORROWERS AND ITS RESPECTIVE PROPERTY, AND (II) EACH BORROWER NOW IS AND
HEREAFTER WILL BE COMPLETELY FAMILIAR WITH THE BUSINESS, OPERATIONS AND
CONDITION (FINANCIAL AND OTHERWISE) OF EACH BORROWER, AND ITS PROPERTY.
EACH
BORROWER HEREBY WAIVES AND RELINQUISHES ANY DUTY ON THE PART OF THE AGENT BANK
OR ANY LENDER TO