RESPONSIBILITIES,
AND SHALL INCUR NO LIABILITY, UNDER THIS AGREEMENT AND OTHER LOAN DOCUMENTS
OTHER THAN IN THE CASE OF SUCH LENDERS, THOSE APPLICABLE TO ALL LENDERS AS
SUCH.
WITHOUT LIMITING THE FOREGOING, NONE OF THE LENDERS OR OTHER PERSONS SO
IDENTIFIED SHALL HAVE OR BE DEEMED TO HAVE ANY FIDUCIARY RELATIONSHIP WITH ANY
LENDER.
10.12.
ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.
IN CASE
OF THE PENDENCY OF ANY RECEIVERSHIP, INSOLVENCY, LIQUIDATION, BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, ADJUSTMENT, COMPOSITION OR OTHER JUDICIAL
PROCEEDING RELATIVE TO ANY LOAN PARTY, THE ADMINISTRATIVE AGENT (IRRESPECTIVE OF
WHETHER THE PRINCIPAL OF ANY LOAN OR L/C OBLIGATION SHALL THEN BE DUE AND
PAYABLE AS HEREIN EXPRESSED OR BY DECLARATION OR OTHERWISE AND IRRESPECTIVE OF
WHETHER THE ADMINISTRATIVE AGENT SHALL HAVE MADE ANY DEMAND ON ANY BORROWER)
SHALL BE ENTITLED AND EMPOWERED, BY INTERVENTION IN SUCH PROCEEDING OR OTHERWISE
(A)
TO FILE AND PROVE A CLAIM FOR THE WHOLE
AMOUNT OF THE PRINCIPAL AND INTEREST OWING AND UNPAID IN RESPECT OF THE LOANS,
L/C OBLIGATIONS AND ALL OTHER OBLIGATIONS THAT ARE OWING AND UNPAID AND TO FILE
SUCH OTHER DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE
CLAIMS OF THE LENDERS, THE ISSUING LENDER AND THE ADMINISTRATIVE AGENT
(INCLUDING ANY CLAIM FOR THE REASONABLE COMPENSATION, EXPENSES, DISBURSEMENTS
AND ADVANCES OF THE LENDERS, THE ISSUING LENDER AND THE ADMINISTRATIVE AGENT AND
THEIR RESPECTIVE AGENTS AND COUNSEL AND ALL OTHER AMOUNTS DUE THE LENDERS, THE
ISSUING LENDER AND THE ADMINISTRATIVE AGENT UNDER SECTIONS 2.5, 2.9 AND 4.11)
ALLOWED IN SUCH JUDICIAL PROCEEDING; AND
(B)
TO COLLECT AND RECEIVE ANY MONIES OR OTHER
PROPERTY PAYABLE OR DELIVERABLE ON ANY SUCH CLAIMS AND TO DISTRIBUTE THE SAME;
AND ANY CUSTODIAN, RECEIVER, ASSIGNEE, TRUSTEE, LIQUIDATOR, SEQUESTRATOR OR
OTHER SIMILAR OFFICIAL IN ANY SUCH JUDICIAL PROCEEDING IS HEREBY AUTHORIZED BY
EACH LENDER AND THE ISSUING LENDER TO MAKE SUCH PAYMENTS TO THE ADMINISTRATIVE
AGENT AND, IN THE EVENT THAT THE ADMINISTRATIVE AGENT SHALL CONSENT TO THE
MAKING OF SUCH PAYMENTS DIRECTLY TO THE LENDERS AND THE ISSUING LENDER, TO PAY
TO THE ADMINISTRATIVE AGENT ANY AMOUNT DUE FOR THE REASONABLE COMPENSATION,
EXPENSES, DISBURSEMENTS AND ADVANCES OF THE ADMINISTRATIVE AGENT AND ITS AGENTS
AND COUNSEL, AND ANY OTHER AMOUNTS DUE THE ADMINISTRATIVE AGENT UNDER SECTIONS
2.5 AND 4.11.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO AUTHORIZE THE ADMINISTRATIVE AGENT
TO AUTHORIZE OR CONSENT TO OR ACCEPT OR ADOPT ON BEHALF OF ANY LENDER OR THE
ISSUING LENDER ANY PLAN OF REORGANIZATION, ARRANGEMENT, ADJUSTMENT OR
COMPOSITION AFFECTING THE OBLIGATIONS OR THE RIGHTS OF ANY LENDER OR TO
AUTHORIZE THE ADMINISTRATIVE AGENT TO VOTE IN RESPECT OF THE CLAIM OF ANY LENDER
IN ANY SUCH PROCEEDING.
SECTION 11
MISCELLANEOUS
11.1.
AMENDMENTS AND WAIVERS.
NEITHER THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT, NOR ANY TERMS HEREOF OR THEREOF MAY BE AMENDED,
SUPPLEMENTED OR MODIFIED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 11.1.
THE REQUIRED LENDERS AND EACH LOAN
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PARTY TO THE RELEVANT LOAN DOCUMENT MAY, OR, WITH THE WRITTEN CONSENT OF