base rate or other 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, 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.
57
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