(B)
SECOND, TO THE PAYMENT OR REIMBURSEMENT OF
THE LENDERS AND EACH QUALIFIED DERIVATIVE CONTRACT COUNTERPARTY FOR ALL COSTS,
EXPENSES, DISBURSEMENTS AND LOSSES INCURRED BY SUCH PERSONS AND WHICH ANY LOAN
PARTY IS REQUIRED TO PAY OR REIMBURSE PURSUANT TO THE LOAN DOCUMENTS, TOGETHER
WITH INTEREST ON EACH SUCH AMOUNT AT THE HIGHEST RATE THEN IN EFFECT UNDER THIS
AGREEMENT FROM AND AFTER THE DATE SUCH AMOUNT IS DUE, OWING OR UNPAID UNTIL PAID
IN FULL;
(C)
THIRD, TO THE PAYMENT OF INTEREST ON THE
LOANS WHICH IS THEN DUE;
(D)
FOURTH, TO THE PAYMENT OF PRINCIPAL OF THE
LOANS WHICH IS THEN DUE AND TO THE PAYMENT OR PREPAYMENT TO THE LENDERS AND EACH
QUALIFIED DERIVATIVE CONTRACT COUNTERPARTY OF ALL OTHER OBLIGATIONS; AND
(E)
FIFTH, TO WHOMSOEVER SHALL BE LEGALLY
ENTITLED THERETO.
In the event that any such proceeds are insufficient to pay in full the items
described in clauses (a) through (f) of this Section 9.3, the Loan Parties shall
remain liable, jointly and severally, for any deficiency.
Each Loan Party
acknowledges the relative rights, priorities and agreements of the
Administrative Agent, the Lenders and the Qualified Derivative Contract
Counterparty, as set forth in this Agreement, including as set forth in this
Section 9.3.
9.4
Rights Not Exclusive.
The rights provided
for in this Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies provided by law or
in equity, or under any other instrument, document or agreement now existing or
hereafter arising.
ARTICLE X
THE ADMINISTRATIVE AGENT
10.1
Appointment and Authorization; Limitation of
Agency.
(A)
EACH LENDER HEREBY IRREVOCABLY (SUBJECT TO
SECTION 10.9) APPOINTS, DESIGNATES AND AUTHORIZES THE ADMINISTRATIVE AGENT TO
TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND EACH
OTHER LOAN DOCUMENT AND TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS ARE
EXPRESSLY DELEGATED TO IT BY THE TERMS OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
THE
DUTIES OF THE ADMINISTRATIVE AGENT SHALL BE ADMINISTRATIVE AND MECHANICAL IN
NATURE; NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED ELSEWHERE IN
THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, THE ADMINISTRATIVE AGENT SHALL NOT
HAVE ANY DUTY OR RESPONSIBILITY, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, NOR
SHALL THE ADMINISTRATIVE AGENT, UNDER ANY CIRCUMSTANCES, HAVE OR BE DEEMED TO
HAVE ANY FIDUCIARY RELATIONSHIP WITH ANY PERSON, AND NO IMPLIED COVENANTS,
FUNCTIONS,
78
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ INTO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE EXIST AGAINST THE
ADMINISTRATIVE AGENT.
(B)
THE ISSUING LENDER SHALL HAVE ALL OF THE
BENEFITS AND IMMUNITIES (I) PROVIDED TO THE AGENT IN THIS ARTICLE X WITH RESPECT
TO ANY ACTS TAKEN OR OMISSIONS SUFFERED BY THE ISSUING LENDER IN CONNECTION WITH
LETTERS OF CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED BY IT AND THE
APPLICATION AND AGREEMENTS FOR LETTERS OF CREDIT PERTAINING TO THE LETTERS OF
CREDIT AS FULLY AS