10.01(I), THE COMMITMENTS SHALL AUTOMATICALLY
TERMINATE AND THE NOTES AND THE PRINCIPAL OF THE LOANS THEN OUTSTANDING,
TOGETHER WITH ACCRUED INTEREST THEREON AND ALL FEES AND THE OTHER OBLIGATIONS OF
THE BORROWER AND THE GUARANTORS ACCRUED HEREUNDER AND UNDER THE NOTES AND THE
OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF CASH
COLLATERAL TO SECURE THE LC EXPOSURE AS PROVIDED IN SECTION 2.08(J)), SHALL
AUTOMATICALLY BECOME DUE AND PAYABLE, WITHOUT PRESENTMENT, DEMAND, PROTEST OR
OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED BY THE BORROWER AND
EACH GUARANTOR.
(B)
IN THE CASE OF THE OCCURRENCE OF AN EVENT OF
DEFAULT, THE ADMINISTRATIVE AGENT AND THE LENDERS WILL HAVE ALL OTHER RIGHTS AND
REMEDIES AVAILABLE AT LAW AND EQUITY.
(C)
ALL PROCEEDS REALIZED FROM THE LIQUIDATION
OR OTHER DISPOSITION OF COLLATERAL OR OTHERWISE RECEIVED AFTER MATURITY OF THE
NOTES, WHETHER BY ACCELERATION OR OTHERWISE, SHALL BE APPLIED:
(I)
FIRST, TO PAYMENT OR REIMBURSEMENT OF
THAT PORTION OF THE INDEBTEDNESS CONSTITUTING FEES, EXPENSES AND INDEMNITIES
PAYABLE TO THE ADMINISTRATIVE AGENT IN ITS CAPACITY AS SUCH;
(II)
SECOND, PRO RATA TO PAYMENT OR
REIMBURSEMENT OF THAT PORTION OF THE INDEBTEDNESS CONSTITUTING FEES, EXPENSES
AND INDEMNITIES PAYABLE TO THE LENDERS;
(III)
THIRD, PRO RATA TO PAYMENT OF ACCRUED
INTEREST ON THE LOANS;
(IV)
FOURTH, PRO RATA TO PAYMENT OF PRINCIPAL
OUTSTANDING ON THE LOANS AND INDEBTEDNESS REFERRED TO IN CLAUSE (B) OF THE
DEFINITION OF INDEBTEDNESS OWING TO A LENDER OR AN AFFILIATE OF A LENDER;
(V)
FIFTH, PRO RATA TO ANY OTHER INDEBTEDNESS;
75
(VI)
SIXTH, TO SERVE AS CASH COLLATERAL TO BE HELD
BY THE ADMINISTRATIVE AGENT TO SECURE THE LC EXPOSURE; AND
(VII)
SEVENTH, ANY EXCESS, AFTER ALL OF THE
INDEBTEDNESS SHALL HAVE BEEN INDEFEASIBLY PAID IN FULL IN CASH, SHALL BE PAID TO
THE BORROWER OR AS OTHERWISE REQUIRED BY ANY GOVERNMENTAL REQUIREMENT.
ARTICLE XI
THE AGENTS
SECTION 11.01
APPOINTMENT; POWERS.
EACH OF THE LENDERS
AND THE ISSUING BANK HEREBY IRREVOCABLY APPOINTS THE ADMINISTRATIVE AGENT AS ITS
AGENT AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTIONS ON ITS BEHALF
AND TO EXERCISE SUCH POWERS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE
TERMS HEREOF AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH SUCH ACTIONS AND POWERS
AS ARE REASONABLY INCIDENTAL THERETO.
SECTION 11.02
DUTIES AND OBLIGATIONS OF ADMINISTRATIVE
AGENT.
THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTIES OR OBLIGATIONS EXCEPT
THOSE EXPRESSLY SET FORTH IN THE LOAN DOCUMENTS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, (A) THE ADMINISTRATIVE AGENT SHALL NOT BE SUBJECT
TO ANY FIDUCIARY OR OTHER IMPLIED DUTIES, REGARDLESS OF WHETHER A DEFAULT HAS
OCCURRED AND IS CONTINUING (THE USE OF THE TERM "AGENT" HEREIN AND IN THE OTHER
LOAN DOCUMENTS WITH REFERENCE TO THE ADMINISTRATIVE AGENT IS NOT INTENDED TO
CONNOTE ANY FIDUCIARY OR OTHER IMPLIED (OR EXPRESS) OBLIGATIONS ARISING UNDER
AGENCY DOCTRINE OF ANY APPLICABLE LAW; RATHER, SUCH TERM IS USED MERELY AS A
MATTER OF MARKET CUSTOM, AND IS INTENDED TO CREATE OR REFLECT ONLY AN
ADMINISTRATIVE RELATIONSHIP BETWEEN