analogous rate of the new Administrative Agent.
10.13
ADMINISTRATIVE AGENT AND JOINT LEAD ARRANGER FEES.
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT AND EACH JOINT LEAD
ARRANGER, FOR THEIR ACCOUNTS, THE FEES AGREED TO BY THE BORROWER, THE
ADMINISTRATIVE AGENT AND/OR SUCH JOINT LEAD ARRANGERS PURSUANT TO THE FEE
LETTERS.
10.14
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 ARTICLE 9 AND ARTICLE 10.
10.15
OTHER AGENTS.
NO LENDER IDENTIFIED ON THE COVER
PAGE, THE SIGNATURE PAGES OR OTHERWISE IN THIS AGREEMENT, OR IN ANY DOCUMENT
RELATED HERETO, AS BEING THE "SYNDICATION AGENT" OR A "DOCUMENTATION AGENT"
SHALL HAVE ANY RIGHT, POWER, OBLIGATION, LIABILITY,
57
RESPONSIBILITY OR DUTY UNDER THIS AGREEMENT IN SUCH CAPACITY OTHER THAN THOSE
APPLICABLE TO ALL LENDERS.
EACH LENDER 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 REFRAINING FROM TAKING ANY ACTION HEREUNDER OR
PURSUANT HERETO.
10.16
LC ISSUER AND SWINGLINE LENDER.
THE PROVISIONS OF
THIS ARTICLE 10 (OTHER THAN SECTION 10.10) SHALL APPLY TO EACH LC ISSUER AND THE
SWINGLINE LENDER MUTATIS MUTANDIS TO THE SAME EXTENT AS SUCH PROVISIONS APPLY TO
THE ADMINISTRATIVE AGENT.
ARTICLE 11
SETOFF; RATABLE PAYMENTS
11.1
SETOFF.
IN ADDITION TO, AND WITHOUT LIMITATION OF, ANY RIGHTS (INCLUDING
OTHER RIGHTS OF SETOFF) OF THE LENDERS UNDER APPLICABLE LAW, IF THE BORROWER
BECOMES INSOLVENT, HOWEVER EVIDENCED, OR ANY DEFAULT OCCURS, ANY AND ALL
DEPOSITS (INCLUDING ALL ACCOUNT BALANCES, WHETHER PROVISIONAL OR FINAL AND
WHETHER OR NOT COLLECTED OR AVAILABLE) AND ANY OTHER INDEBTEDNESS AT ANY TIME
HELD OR OWING BY ANY LENDER, ANY LC ISSUER, THE SWINGLINE LENDER OR ANY OF THEIR
RESPECTIVE AFFILIATES TO OR FOR THE CREDIT OR ACCOUNT OF THE BORROWER MAY BE
OFFSET AND APPLIED TOWARD THE PAYMENT OF THE OBLIGATIONS OWING TO SUCH LENDER,
SUCH LC ISSUER, THE SWINGLINE LENDER OR ANY SUCH AFFILIATE WHETHER OR NOT THE
OBLIGATIONS, OR ANY PART THEREOF, SHALL THEN BE DUE.
THE SWINGLINE LENDER, EACH
LENDER AND EACH LC ISSUER AGREES TO NOTIFY THE BORROWER AND THE ADMINISTRATIVE
AGENT IN WRITING PROMPTLY AFTER ANY SUCH SETOFF AND APPLICATION; PROVIDED THAT
THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SETOFF AND
APPLICATION.
11.2
RATABLE PAYMENTS.
IF ANY LENDER, WHETHER BY SETOFF OR OTHERWISE, HAS
PAYMENT MADE TO IT UPON ITS OUTSTANDING CREDIT EXPOSURE (OTHER THAN PAYMENTS
RECEIVED PURSUANT TO SECTIONS 3.1, 3.2, 3.4 OR 3.5) IN A GREATER PROPORTION THAN
THAT RECEIVED BY ANY OTHER LENDER, SUCH LENDER AGREES, PROMPTLY UPON DEMAND, TO
PURCHASE A PORTION OF THE AGGREGATE OUTSTANDING CREDIT EXPOSURE HELD BY THE