SHALL BE DISCHARGED
FROM ITS DUTIES AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS.
AFTER ANY RETIRING ADMINISTRATIVE AGENT'S RESIGNATION HEREUNDER AS
ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS ARTICLE XI SHALL CONTINUE IN EFFECT
FOR ITS BENEFIT IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS ACTING AS THE ADMINISTRATIVE AGENT HEREUNDER AND UNDER THE OTHER
LOAN DOCUMENTS.
11.12
NO DUTIES IMPOSED UPON CO-AGENT.
NO PERSON IDENTIFIED
ON THE COVER PAGE TO THIS AGREEMENT, THE SIGNATURE PAGES TO THIS AGREEMENT OR
OTHERWISE IN THIS AGREEMENT AS A "CO-AGENT" SHALL HAVE ANY RIGHT, POWER,
OBLIGATION, LIABILITY, RESPONSIBILITY OR DUTY UNDER THIS AGREEMENT OTHER THAN IF
SUCH PERSON IS A LENDER, THOSE APPLICABLE TO ALL LENDERS AS SUCH.
WITHOUT
LIMITING THE FOREGOING, NO PERSON IDENTIFIED ON THE COVER PAGE TO THIS
AGREEMENT, THE SIGNATURE PAGES TO THIS AGREEMENT OR OTHERWISE IN THIS AGREEMENT
AS AN "CO-AGENT" SHALL HAVE OR BE DEEMED TO HAVE ANY FIDUCIARY DUTY TO OR
FIDUCIARY RELATIONSHIP WITH ANY LENDER.
IN ADDITION TO THE AGREEMENT SET FORTH
IN SECTION 11.10, EACH OF THE LENDERS ACKNOWLEDGES THAT IT HAS NOT RELIED, AND
WILL NOT RELY, ON ANY PERSON SO IDENTIFIED IN DECIDING TO ENTER INTO THIS
AGREEMENT OR IN TAKING OR NOT TAKING ACTION HEREUNDER.
11.13
NOTICE OF DEFAULT.
THE ADMINISTRATIVE AGENT SHALL NOT
BE DEEMED TO HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR
UNMATURED DEFAULT HEREUNDER UNLESS THE
81
ADMINISTRATIVE AGENT HAS RECEIVED WRITTEN NOTICE FROM A LENDER OR THE BORROWER
REFERRING TO THIS AGREEMENT DESCRIBING SUCH DEFAULT OR UNMATURED DEFAULT AND
STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT".
IN THE EVENT THAT THE
ADMINISTRATIVE AGENT RECEIVES SUCH A NOTICE, THE ADMINISTRATIVE AGENT SHALL GIVE
PROMPT NOTICE THEREOF TO THE LENDERS.
11.14
DELEGATION TO AFFILIATES.
THE BORROWER AND THE
LENDERS AGREE THAT THE ADMINISTRATIVE AGENT MAY DELEGATE ANY OF ITS DUTIES UNDER
THIS AGREEMENT TO ANY OF ITS AFFILIATES.
ANY SUCH AFFILIATE (AND SUCH
AFFILIATE'S DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES) WHICH PERFORMS DUTIES IN
CONNECTION WITH THIS AGREEMENT SHALL BE ENTITLED TO THE SAME BENEFITS OF THE
INDEMNIFICATION, WAIVER AND OTHER PROTECTIVE PROVISIONS TO WHICH THE
ADMINISTRATIVE AGENT IS ENTITLED UNDER TERMS OF THIS AGREEMENT.
11.15
SUBORDINATION AGREEMENT AND SUBSIDIARY GUARANTY.
EACH
LENDER AUTHORIZES THE ADMINISTRATIVE AGENT TO ENTER INTO SUCH OF THE
SUBORDINATION AGREEMENT AND ANY SUBSIDIARY GUARANTY ON BEHALF AND FOR THE
BENEFIT OF SUCH LENDER AND TO TAKE ALL ACTIONS CONTEMPLATED BY SUCH DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, ALL ENFORCEMENT ACTIONS.
ARTICLE XII:
SETOFF, RATABLE PAYMENTS
12.1
SETOFF.
IN ADDITION TO, AND WITHOUT LIMITATION
OF, ANY RIGHTS OF THE LENDERS UNDER APPLICABLE LAW, IF ANY DEFAULT OCCURS AND IS
CONTINUING, ANY INDEBTEDNESS FROM ANY LENDER TO THE BORROWER (INCLUDING ALL
ACCOUNT BALANCES, WHETHER PROVISIONAL OR FINAL AND WHETHER OR NOT COLLECTED OR
AVAILABLE) MAY BE OFFSET AND APPLIED TOWARD THE PAYMENT OF THE OBLIGATIONS OWING
TO SUCH LENDER, WHETHER OR NOT THE OBLIGATIONS, OR ANY PART HEREOF, SHALL THEN
BE DUE.
12.2