ADMINISTRATIVE AGENT AND THE LENDERS AGAINST ANY AND ALL
LIABILITIES WITH RESPECT TO OR RESULTING FROM ANY DELAY IN THE PAYMENT OR
OMISSION TO PAY ANY SUCH TAXES, FEES OR CHARGES, WHICH MAY BE PAYABLE OR
DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE
OR ENFORCEMENT OF THIS AGREEMENT AND ANY OF THE LOAN DOCUMENTS OR THE PERFECTION
OF ANY RIGHTS OR SECURITY INTEREST THEREUNDER, INCLUDING, WITHOUT LIMITATION,
THE SECURITY INTEREST.
SECTION 15.4
SETOFF.
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER
GRANTED UNDER APPLICABLE LAW AND NOT BY WAY OF LIMITATION OF ANY SUCH RIGHTS,
DURING THE CONTINUANCE OF ANY DEFAULT OR EVENT OF DEFAULT, EACH LENDER, ANY
PARTICIPANT WITH SUCH LENDER IN THE LOANS AND EACH AFFILIATE OF EACH LENDER ARE
HEREBY AUTHORIZED BY THE BORROWER AT ANY TIME OR FROM TIME TO TIME, WITHOUT
NOTICE TO THE BORROWER OR TO ANY OTHER PERSON, ANY SUCH NOTICE BEING HEREBY
EXPRESSLY WAIVED, TO SET OFF AND TO APPROPRIATE AND TO APPLY ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, INCLUDING, BUT NOT LIMITED TO, INDEBTEDNESS
EVIDENCED BY CERTIFICATES OF DEPOSIT, WHETHER MATURED OR UNMATURED) AND ANY
OTHER INDEBTEDNESS AT ANY TIME HELD OR OWING BY ANY LENDER OR ANY AFFILIATE OF
ANY LENDER OR ANY PARTICIPANT TO OR FOR THE CREDIT OR THE ACCOUNT OF THE
BORROWER AGAINST AND ON ACCOUNT OF THE SECURED OBLIGATIONS IRRESPECTIVE OR
WHETHER OR NOT
(A)
THE ADMINISTRATIVE AGENT OR SUCH LENDER SHALL HAVE MADE ANY DEMAND
UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, OR
(B)
THE ADMINISTRATIVE AGENT OR SUCH LENDER SHALL HAVE DECLARED ANY OR
ALL OF THE SECURED OBLIGATIONS TO BE DUE AND PAYABLE AS PERMITTED BY
SECTION 12.2 AND ALTHOUGH SUCH SECURED OBLIGATIONS SHALL BE CONTINGENT OR
UNMATURED.
SECTION 15.5
GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS.
(A)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE INTERPRETED
AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS, PROVIDED
THAT PERFECTION ISSUES WITH RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO
APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC) OF
THE STATE OF GEORGIA; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
100
(B)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF GEORGIA OR
OF THE UNITED STATES OF AMERICA LOCATED IN FULTON COUNTY, GEORGIA, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH OF THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR