AND IS CONTINUING THE BORROWER MAY MAKE LOANS TO AND
RECEIVE PAYMENTS IN THE ORDINARY COURSE WITH RESPECT TO SUCH INTERCOMPANY
INDEBTEDNESS FROM EACH SUCH SUBSIDIARY GUARANTOR TO THE EXTENT PERMITTED BY THE
TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SHOULD ANY PAYMENT,
DISTRIBUTION, SECURITY OR INSTRUMENT OR PROCEEDS THEREOF BE RECEIVED BY THE
BORROWER UPON OR WITH RESPECT TO THE INTERCOMPANY INDEBTEDNESS IN CONTRAVENTION
OF THIS AGREEMENT OR THE LOAN DOCUMENTS OR AFTER THE OCCURRENCE OF A DEFAULT,
INCLUDING, WITHOUT LIMITATION, AN EVENT DESCRIBED IN SECTION 8.1(F) OR (G) PRIOR
TO THE SATISFACTION OF ALL OF THE OBLIGATIONS (OTHER THAN CONTINGENT INDEMNITY
OBLIGATIONS) AND THE TERMINATION OF ALL FINANCING ARRANGEMENTS PURSUANT TO ANY
LOAN DOCUMENT OR HEDGING AGREEMENT AMONG THE BORROWER AND THE LENDERS (AND THEIR
AFFILIATES), THE BORROWER SHALL RECEIVE AND HOLD THE SAME IN TRUST, AS TRUSTEE,
FOR THE BENEFIT OF THE HOLDERS OF THE OBLIGATIONS AND SHALL FORTHWITH DELIVER
THE SAME TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF SUCH PERSONS, IN
PRECISELY THE FORM RECEIVED (EXCEPT FOR THE ENDORSEMENT OR ASSIGNMENT OF THE
BORROWER WHERE NECESSARY), FOR APPLICATION TO ANY OF THE OBLIGATIONS, DUE OR NOT
DUE, AND, UNTIL SO DELIVERED, THE SAME SHALL BE HELD IN TRUST BY THE BORROWER AS
THE PROPERTY OF THE HOLDERS OF THE OBLIGATIONS.
IF THE BORROWER FAILS TO MAKE
ANY SUCH ENDORSEMENT OR ASSIGNMENT TO THE ADMINISTRATIVE AGENT, THE
ADMINISTRATIVE AGENT OR ANY OF ITS OFFICERS OR EMPLOYEES ARE IRREVOCABLY
AUTHORIZED TO MAKE THE SAME.
THE BORROWER AGREES THAT UNTIL THE OBLIGATIONS
INVOLVING THE PAYMENT OF MONIES (OTHER THAN THE CONTINGENT INDEMNITY
OBLIGATIONS) HAVE BEEN PAID IN FULL (IN CASH) AND SATISFIED AND ALL FINANCING
ARRANGEMENTS PURSUANT TO ANY LOAN DOCUMENT OR HEDGING AGREEMENT AMONG THE
BORROWER AND THE LENDERS (AND THEIR AFFILIATES) HAVE BEEN TERMINATED, THE
BORROWER WILL NOT ASSIGN OR TRANSFER TO ANY PERSON (OTHER THAN THE
ADMINISTRATIVE AGENT) ANY CLAIM THE BORROWER HAS OR MAY HAVE AGAINST ANY
SUBSIDIARY GUARANTOR.
ARTICLE XI:
THE ADMINISTRATIVE AGENT
11.1
APPOINTMENT; NATURE OF RELATIONSHIP.
THE
NORTHERN TRUST COMPANY IS APPOINTED BY THE LENDERS AS THE ADMINISTRATIVE AGENT
HEREUNDER AND UNDER EACH OTHER LOAN DOCUMENT, AND EACH OF THE LENDERS
IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT TO ACT AS THE CONTRACTUAL
REPRESENTATIVE OF SUCH LENDER WITH THE RIGHTS AND DUTIES EXPRESSLY SET FORTH
HEREIN AND IN THE OTHER LOAN DOCUMENTS.
THE ADMINISTRATIVE AGENT AGREES TO ACT
AS SUCH CONTRACTUAL REPRESENTATIVE UPON THE EXPRESS CONDITIONS CONTAINED IN THIS
ARTICLE XI.
NOTWITHSTANDING THE USE OF THE DEFINED TERM "ADMINISTRATIVE AGENT,"
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE ADMINISTRATIVE AGENT SHALL NOT
HAVE ANY FIDUCIARY RESPONSIBILITIES TO ANY LENDER BY REASON OF THIS AGREEMENT
AND THAT THE ADMINISTRATIVE AGENT IS MERELY ACTING AS THE REPRESENTATIVE OF THE
78
LENDERS WITH ONLY THOSE DUTIES AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
IN ITS CAPACITY AS THE LENDERS' CONTRACTUAL
REPRESENTATIVE, THE ADMINISTRATIVE AGENT (I) DOES NOT ASSUME ANY FIDUCIARY
DUTIES TO ANY OF THE LENDERS, (II)