DEFAULT, EACH LENDER OR ANY OF ITS AFFILIATES MAY, AND EACH IS
HEREBY AUTHORIZED BY EACH BORROWER, AT ANY SUCH TIME AND FROM TIME TO TIME, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT PRESENTMENT, DEMAND,
PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY KNOWINGLY AND
EXPRESSLY WAIVED BY EACH BORROWER (ON BEHALF OF ITSELF AND THE OTHER CREDIT
PARTIES) TO SET OFF AND TO APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME
OR DEMAND, PROVISIONAL OR FINAL) AND ANY OTHER PROPERTY AT ANY TIME HELD
(INCLUDING AT ANY BRANCHES OR AGENCIES, WHEREVER LOCATED), AND ANY OTHER
INDEBTEDNESS AT ANY
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TIME OWING, BY SUCH LENDER OR AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT OF
SUCH BORROWER OR ANY OTHER CREDIT PARTY AGAINST ANY OR ALL OF THE OBLIGATIONS TO
SUCH LENDER OR AFFILIATE NOW OR HEREAFTER EXISTING, WHETHER OR NOT SUCH
OBLIGATIONS MAY BE CONTINGENT OR UNMATURED, EACH BORROWER (ON BEHALF OF ITSELF
AND THE OTHER CREDIT PARTIES) HEREBY GRANTING TO EACH LENDER A CONTINUING
SECURITY INTEREST IN AND LIEN UPON ALL SUCH DEPOSITS AND OTHER PROPERTY AS
SECURITY FOR SUCH OBLIGATIONS.
EACH LENDER AGREES PROMPTLY TO NOTIFY THE
COMPANY AND THE ADMINISTRATIVE AGENT AFTER ANY SUCH SET-OFF AND APPLICATION;
PROVIDED, HOWEVER, THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE
VALIDITY OF SUCH SET-OFF AND APPLICATION.
ARTICLE X
THE ADMINISTRATIVE AGENT
10.1
APPOINTMENT.
EACH LENDER HEREBY IRREVOCABLY
APPOINTS AND AUTHORIZES WACHOVIA TO ACT AS ADMINISTRATIVE AGENT HEREUNDER AND
UNDER THE OTHER CREDIT DOCUMENTS AND TO TAKE SUCH ACTIONS AS AGENT ON ITS BEHALF
HEREUNDER AND UNDER THE OTHER CREDIT DOCUMENTS, AND TO EXERCISE SUCH POWERS AND
TO PERFORM SUCH DUTIES, AS ARE SPECIFICALLY DELEGATED TO THE ADMINISTRATIVE
AGENT BY THE TERMS HEREOF OR THEREOF, TOGETHER WITH SUCH OTHER POWERS AND DUTIES
AS ARE REASONABLY INCIDENTAL THERETO.
THE PROVISIONS OF THIS ARTICLE ARE SOLELY
FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS, AND NO CREDIT PARTY
SHALL HAVE ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF SUCH PROVISIONS.
10.2
NATURE OF DUTIES.
THE ADMINISTRATIVE AGENT SHALL
HAVE NO DUTIES OR RESPONSIBILITIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL NOT
HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, A FIDUCIARY
RELATIONSHIP IN RESPECT OF ANY LENDER OR ANY OTHER PERSON; AND NOTHING IN THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, EXPRESS OR IMPLIED, IS INTENDED TO OR
SHALL BE SO CONSTRUED AS TO IMPOSE UPON THE ADMINISTRATIVE AGENT ANY OBLIGATIONS
OR LIABILITIES IN RESPECT OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT EXCEPT
AS EXPRESSLY SET FORTH HEREIN OR THEREIN.
THE ADMINISTRATIVE AGENT MAY EXECUTE
ANY OF ITS DUTIES UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BY OR
THROUGH AGENTS OR ATTORNEYS-IN-FACT AND SHALL NOT BE RESPONSIBLE FOR THE
NEGLIGENCE OR MISCONDUCT OF ANY AGENTS OR ATTORNEYS-IN-FACT THAT IT SELECTS WITH
REASONABLE CARE.
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO