(B) INURE TO THE BENEFIT OF ANY PERSON THAT AT ANY TIME
HELD A RIGHT THEREUNDER (AS AN INDEMNITEE OR OTHERWISE) AND, THEREAFTER, ITS
SUCCESSORS AND PERMITTED ASSIGNS.
SECTION 11.6
LIMITATION OF LIABILITY FOR CERTAIN DAMAGES.
IN NO EVENT
SHALL ANY INDEMNITEE BE LIABLE ON ANY THEORY OF LIABILITY FOR ANY SPECIAL,
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY LOSS OF PROFITS,
BUSINESS OR ANTICIPATED SAVINGS).
EACH OF HOLDINGS AND THE BORROWER HEREBY
WAIVES, RELEASES AND AGREES (AND SHALL CAUSE EACH OTHER LOAN PARTY TO WAIVE,
RELEASE AND AGREE) NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT
KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.
SECTION 11.7
LENDER-CREDITOR RELATIONSHIP.
THE RELATIONSHIP BETWEEN THE
LENDERS, THE L/C ISSUERS AND THE ADMINISTRATIVE AGENT, ON THE ONE HAND, AND THE
LOAN PARTIES, ON THE OTHER HAND, IS SOLELY THAT OF LENDER AND CREDITOR.
NO
SECURED PARTY HAS ANY FIDUCIARY RELATIONSHIP OR DUTY TO ANY LOAN PARTY ARISING
OUT OF OR IN CONNECTION WITH, AND THERE IS NO AGENCY, TENANCY OR JOINT VENTURE
RELATIONSHIP BETWEEN THE SECURED PARTIES AND THE LOAN PARTIES BY VIRTUE OF, ANY
LOAN DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREIN.
SECTION 11.8
RIGHT OF SETOFF.
EACH OF THE ADMINISTRATIVE AGENT, EACH
LENDER, EACH L/C ISSUER AND EACH AFFILIATE (INCLUDING EACH BRANCH OFFICE
THEREOF) OF ANY OF THEM IS HEREBY AUTHORIZED, WITHOUT NOTICE OR DEMAND (EACH OF
WHICH IS HEREBY WAIVED BY HOLDINGS AND THE BORROWER), AT ANY TIME AND FROM TIME
TO TIME DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT AND TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, TO SET OFF AND APPLY ANY AND ALL
DEPOSITS (WHETHER GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AT
ANY TIME HELD AND OTHER INDEBTEDNESS, CLAIMS OR OTHER OBLIGATIONS AT ANY TIME
OWING BY THE ADMINISTRATIVE AGENT, SUCH LENDER, SUCH L/C ISSUER OR ANY OF THEIR
RESPECTIVE AFFILIATES TO OR FOR THE CREDIT OR THE ACCOUNT OF HOLDINGS OR THE
BORROWER AGAINST ANY OBLIGATION OF ANY LOAN PARTY NOW OR HEREAFTER EXISTING,
WHETHER OR NOT ANY DEMAND WAS MADE UNDER ANY LOAN DOCUMENT WITH RESPECT TO SUCH
OBLIGATION AND EVEN THOUGH SUCH OBLIGATION MAY BE UNMATURED.
EACH OF THE
ADMINISTRATIVE AGENT, EACH LENDER AND EACH L/C ISSUER AGREES PROMPTLY TO NOTIFY
THE BORROWER AND THE ADMINISTRATIVE AGENT AFTER ANY SUCH SETOFF AND APPLICATION
MADE BY SUCH LENDER OR ITS AFFILIATES;
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PROVIDED, HOWEVER, THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE
VALIDITY OF SUCH SETOFF AND APPLICATION.
THE RIGHTS UNDER THIS SECTION 11.8 ARE
IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF)
THAT THE ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUERS AND THEIR
AFFILIATES AND OTHER SECURED PARTIES MAY HAVE.
SECTION 11.9
SHARING OF PAYMENTS, ETC.
IF ANY LENDER, DIRECTLY OR
THROUGH AN AFFILIATE OR BRANCH OFFICE THEREOF, OBTAINS ANY PAYMENT OF ANY
OBLIGATION OF ANY LOAN PARTY (WHETHER VOLUNTARY, INVOLUNTARY OR THROUGH