BORROWER TO
IMMEDIATELY PREPAY OUTSTANDING LOANS IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO
THE LESSER OF (X) THE AGGREGATE PRINCIPAL AMOUNT OF THE LOANS THEN OUTSTANDING
AND (Y) THE VALUE (AS DETERMINED BY THE AGENT IN ITS REASONABLE DISCRETION) OF
ALL CASH EQUIVALENT SECURITIES THEN ON DEPOSIT IN THE SPECIFIED INVESTMENT
ACCOUNT REDUCED BY AN AMOUNT EQUAL TO THE SUM OF ALL COLLATERAL COVERAGE
SHORTFALL DEPOSITS THEN ON DEPOSIT IN THE SPECIFIED INVESTMENT ACCOUNT,
WHEREUPON THE BORROWER SHALL IMMEDIATELY PREPAY LOANS IN SUCH AGGREGATE
PRINCIPAL AMOUNT (AND ANY AMOUNTS REQUIRED TO BE PAID UNDER SECTION 2.26) AND
THE COMMITMENTS OF ALL LENDERS SHALL BE PERMANENTLY REDUCED ACCORDINGLY, AND
(II) DIRECT DISPOSITION OF THE NET PROCEEDS OF SUCH CASH EQUIVALENT SECURITIES
TO EACH LENDER IN ACCORDANCE WITH SUCH LENDER'S PERCENTAGE, IN FURTHERANCE OF
SUCH PREPAYMENT OBLIGATION; PROVIDED, HOWEVER, THAT THE AGENT SHALL NOT BE
REQUIRED TO TAKE SUCH ACTION IF, PRIOR 4:30 P.M. ON THE SECOND BUSINESS DAY
FOLLOWING THE AGENT'S RECEIPT OF SUCH NOTICE, LENDERS WHOSE TOTAL COMMITMENT
AMOUNTS ARE EQUAL TO MORE THAN 66 2/3% OF THE AGGREGATE COMMITMENT AMOUNT ADVISE
THE AGENT IN WRITING THAT SUCH ACTION SHOULD NOT BE TAKEN.
SECTION 7.3
OFFSET. IN ADDITION TO THE REMEDIES SET FORTH IN SECTION 7.2, UPON
THE OCCURRENCE OF ANY EVENT OF DEFAULT AND THEREAFTER WHILE THE SAME BE
CONTINUING, THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY AUTHORIZE EACH
LENDER TO SET OFF ANY OBLIGATIONS OWED TO SUCH LENDER AGAINST ALL DEPOSITS AND
CREDITS OF THE BORROWER OR ANY GUARANTOR WITH, AND ANY AND ALL CLAIMS OF THE
BORROWER OR ANY GUARANTOR AGAINST, SUCH LENDER. SUCH RIGHT SHALL EXIST WHETHER
OR NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT, WHETHER OR NOT THE OBLIGATIONS, OR ANY PART THEREOF, OR DEPOSITS AND
CREDITS HELD FOR THE ACCOUNT OF THE BORROWER IS OR ARE MATURED OR UNMATURED, AND
REGARDLESS OF THE EXISTENCE OR ADEQUACY OF ANY COLLATERAL, GUARANTY OR ANY OTHER
SECURITY, RIGHT OR REMEDY AVAILABLE TO SUCH LENDER OR THE LENDERS. EACH LENDER
AGREES THAT, AS PROMPTLY AS IS REASONABLY POSSIBLE AFTER THE EXERCISE OF ANY
SUCH SETOFF RIGHT, IT SHALL NOTIFY THE BORROWER AND THE AGENT OF ITS EXERCISE OF
SUCH SETOFF RIGHT; PROVIDED, HOWEVER, THAT THE FAILURE OF SUCH LENDER TO PROVIDE
SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF THE EXERCISE OF SUCH SETOFF RIGHTS.
NOTHING IN THIS AGREEMENT SHALL BE DEEMED A WAIVER
72
OR PROHIBITION OF OR RESTRICTION ON ANY LENDER TO ALL RIGHTS OF BANKER'S LIEN,
SETOFF AND COUNTERCLAIM AVAILABLE PURSUANT TO LAW.
ARTICLE VIII
GUARANTY
SECTION 8.1
THE GUARANTY.
TO INDUCE THE AGENT AND LENDERS TO ENTER INTO THIS
AGREEMENT AND TO MAKE THE LOANS AND TO INDUCE THE LETTER OF CREDIT ISSUER TO
ISSUE LETTERS OF CREDIT AND IN RECOGNITION OF THE DIRECT BENEFITS TO BE RECEIVED
BY THE GUARANTORS HEREFROM AND THEREFROM, EACH GUARANTOR HEREBY JOINTLY AND
SEVERALLY, UNCONDITIONALLY AND IRREVOCABLY GUARANTEES AS PRIMARY OBLIGOR AND NOT
MERELY AS SURETY THE FULL AND