Indebtedness of the Borrowers or any of the Guarantors to the
Administrative Agent or such
84
other Creditor Party, such amount shall be applied ratably first to Obligations
owed to the Creditor Party exercising such right of set off and pro rata to any
other similarly situated Creditor Parties, and then to the Obligations owed all
other Creditor Parties, including, without limitation, Reimbursement Obligations
owed to the Issuing Bank or all Lenders, and (ii) if the Administrative Agent or
such other Creditor Party shall receive from either Borrower or any Guarantor or
any other source, whether by voluntary payment, exercise of the right of setoff,
counterclaim, cross action, enforcement of the claim evidenced by this Credit
Agreement in the name of, or constituting Reimbursement Obligations owed to, the
Administrative Agent or such other Creditor Party by proceedings against a
Borrower or a Guarantor at law or in equity or by proof thereof in bankruptcy,
reorganization, liquidation, receivership or similar
proceedings, or otherwise,
and shall retain and apply to the payment of the Obligations owed to the
Administrative Agent or such other Creditor Party any amount in excess of its
ratable portion of the payments received by all of the Creditor Parties with
respect to the debt evidenced hereby corresponding to all of the Creditor
Parties, such Creditor Party will make such disposition and arrangements with
the other Creditor Parties with respect to such excess, either by way of
distribution, pro tanto assignment of claims, subrogation or otherwise as shall
result in each Creditor Party receiving in respect of the debt evidenced hereby
in its name or Reimbursement Obligations owed it, its proportionate payment as
contemplated by this Credit Agreement; provided that if all or any part of such
excess payment is thereafter recovered from such Creditor Party, such
disposition and arrangements shall be rescinded and the amount restored to the
extent of such recovery, but without interest. ANY AND ALL RIGHTS TO REQUIRE THE
ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY
OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO THE ADMINISTRATIVE
AGENT OR ANY OTHER CREDITOR PARTY EXERCISING ANY RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER BORROWER OR ANY GUARANTOR ARE
HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
13.
THE ADMINISTRATIVE AGENT.
13.1
AUTHORIZATION.
13.1.1
AUTHORIZATION TO ACT.
THE ADMINISTRATIVE AGENT IS AUTHORIZED TO
TAKE SUCH ACTION ON BEHALF OF EACH OF THE CREDITOR PARTIES AND TO EXERCISE ALL
SUCH POWERS AS ARE HEREUNDER AND UNDER ANY OF THE OTHER LOAN DOCUMENTS AND ANY
RELATED DOCUMENTS DELEGATED TO THE ADMINISTRATIVE AGENT, TOGETHER WITH SUCH
POWERS AS ARE REASONABLY INCIDENT THERETO, INCLUDING THE AUTHORITY, WITHOUT THE
NECESSITY OF ANY NOTICE TO OR FURTHER CONSENT OF THE CREDITOR PARTIES, FROM TIME
TO TIME TO TAKE ANY ACTION WITH RESPECT TO ANY COLLATERAL OR THE LOAN DOCUMENTS
WHICH MAY BE NECESSARY TO PERFECT, MAINTAIN PERFECTED OR INSURE THE PRIORITY OF
THE SECURITY INTEREST IN AND LIENS UPON THE COLLATERAL GRANTED PURSUANT