FEES THEREON, SUCH AMOUNT TO BE HELD BY THE
ADMINISTRATIVE AGENT IN THE CASH COLLATERAL ACCOUNT AS SECURITY FOR THE LETTER
OF CREDIT EXPOSURE AS DESCRIBED IN SECTION 3.8;
(D)
APPOINT OR DIRECT THE APPOINTMENT OF A RECEIVER FOR THE PROPERTIES
AND ASSETS OF THE CREDIT PARTIES, BOTH TO OPERATE AND TO SELL SUCH PROPERTIES
AND ASSETS, AND EACH BORROWER, FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES,
HEREBY CONSENTS TO SUCH RIGHT AND SUCH APPOINTMENT AND HEREBY WAIVES ANY
OBJECTION SUCH BORROWER OR ANY SUBSIDIARY MAY HAVE THERETO OR THE RIGHT TO HAVE
A BOND OR OTHER SECURITY POSTED BY THE ADMINISTRATIVE AGENT ON BEHALF OF THE
LENDERS, IN CONNECTION THEREWITH; AND
(E)
EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT UNDER THIS
AGREEMENT, THE OTHER CREDIT DOCUMENTS AND APPLICABLE LAW.
9.3
REMEDIES: SET-OFF.
IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES
AVAILABLE UNDER THE CREDIT DOCUMENTS OR APPLICABLE LAW OR OTHERWISE, UPON AND AT
ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
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
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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 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