LATER EXPIRING INTEREST PERIODS.
THE ORDER OF PRIORITY SET FORTH IN THIS
SECTION 12.3 AND THE RELATED PROVISIONS OF THIS AGREEMENT ARE SET FORTH SOLELY
TO DETERMINE THE RIGHTS AND PRIORITIES OF THE ADMINISTRATIVE AGENT, THE LENDERS
AND THE ISSUER(S) OF LETTERS OF CREDIT AS AMONG THEMSELVES.
UPON WRITTEN NOTICE
TO THE BORROWER, THE ORDER OF PRIORITY SET FORTH IN CLAUSES (C) THROUGH (I) OF
THIS SECTION 12.3 MAY AT ANY TIME AND FROM TIME TO TIME BE CHANGED BY THE
REQUIRED LENDERS WITHOUT CONSENT OF OR APPROVAL BY THE BORROWER OR ANY OTHER
PERSON.
THE ORDER OF PRIORITY SET FORTH IN CLAUSES (A) AND (B) OF THIS SECTION
12.3 MAY BE CHANGED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT.
12.4
RELATIONS AMONG LENDERS.
(A)
EXCEPT WITH RESPECT TO THE EXERCISE OF SET-OFF
RIGHTS OF ANY LENDER IN ACCORDANCE WITH SECTION 12.1, THE PROCEEDS OF WHICH ARE
APPLIED IN ACCORDANCE WITH THIS AGREEMENT, AND EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE, EACH LENDER AGREES THAT IT WILL NOT TAKE ANY ACTION, NOR
INSTITUTE ANY ACTIONS OR PROCEEDINGS, AGAINST THE BORROWER OR ANY OTHER OBLIGOR
HEREUNDER OR WITH RESPECT TO ANY LOAN DOCUMENT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE
83
REQUIRED LENDERS OR, AS MAY BE PROVIDED IN THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, AT THE DIRECTION OF THE ADMINISTRATIVE AGENT.
(B)
THE LENDERS ARE NOT PARTNERS OR CO-VENTURERS,
AND NO LENDER SHALL BE LIABLE FOR THE ACTS OR OMISSIONS OF, OR (EXCEPT AS
OTHERWISE SET FORTH HEREIN IN CASE OF THE ADMINISTRATIVE AGENT) AUTHORIZED TO
ACT FOR, ANY OTHER LENDER.
THE ADMINISTRATIVE AGENT SHALL HAVE THE EXCLUSIVE
RIGHT ON BEHALF OF THE LENDERS TO ENFORCE ON THE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON ANY LOAN AFTER THE DATE SUCH PRINCIPAL OR INTEREST HAS BECOME DUE
AND PAYABLE PURSUANT TO THE TERMS OF THIS AGREEMENT.
12.5
REPRESENTATIONS AND COVENANTS AMONG LENDERS.
EACH LENDER REPRESENTS AND COVENANTS FOR THE BENEFIT OF ALL OTHER LENDERS AND
THE ADMINISTRATIVE AGENT THAT SUCH LENDER IS NOT SATISFYING AND SHALL NOT
SATISFY ANY OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT WITH ANY ASSETS
CONSIDERED FOR ANY PURPOSES OF ERISA OR SECTION 4975 OF THE CODE TO BE ASSETS OF
OR ON BEHALF OF ANY "PLAN" AS DEFINED IN SECTION 3(3) OF ERISA OR SECTION 4975
OF THE CODE, REGARDLESS OF WHETHER SUBJECT TO ERISA OR SECTION 4975 OF THE CODE.
ARTICLE XIII:
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
13.1
SUCCESSORS AND ASSIGNS; DESIGNATED LENDERS.
(A)
SUCCESSORS AND ASSIGNS.
THE TERMS AND
PROVISIONS OF THE LOAN DOCUMENTS SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS PERMITTED HEREBY, EXCEPT THAT (I) THE BORROWER SHALL NOT
HAVE THE RIGHT TO ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER, (II) ANY ASSIGNMENT BY ANY
LENDER MUST BE MADE IN COMPLIANCE WITH SECTION 13.3, AND (III) ANY TRANSFER