BY A
SUCCESSOR ADMINISTRATIVE AGENT, SUCH SUCCESSOR ADMINISTRATIVE AGENT SHALL
SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES AND DUTIES
OF THE RESIGNING ADMINISTRATIVE AGENT.
UPON THE EARLIER OF THE ACCEPTANCE OF
ANY APPOINTMENT AS THE ADMINISTRATIVE AGENT HEREUNDER BY A SUCCESSOR
ADMINISTRATIVE AGENT OR THE EFFECTIVE DATE OF THE RESIGNING ADMINISTRATIVE
AGENT'S RESIGNATION, THE RESIGNING ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM
ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT
50
and the other Related Documents, except that any indemnity rights or other
rights in favor of such resigning Administrative Agent shall continue.
After
any resigning Administrative Agent's resignation hereunder, the provisions of
this Article XI shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was the Administrative Agent under this Agreement and
the other Related Documents.
SECTION 11.07.
SETOFF AND SHARING OF PAYMENTS.
IN ADDITION TO ANY RIGHTS NOW
OR HEREAFTER GRANTED UNDER APPLICABLE LAW AND NOT BY WAY OF LIMITATION OF ANY
SUCH RIGHTS, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY TERMINATION
EVENT, EACH LENDER AND EACH HOLDER OF ANY NOTE IS HEREBY AUTHORIZED AT ANY TIME
OR FROM TIME TO TIME, WITHOUT NOTICE TO THE BORROWER OR TO ANY OTHER PERSON, ANY
SUCH NOTICE BEING HEREBY EXPRESSLY WAIVED (BUT SUBJECT TO SECTION 2.03(B)(I)),
TO SET OFF AND TO APPROPRIATE AND TO APPLY ANY AND ALL BALANCES HELD BY IT AT
ANY OF ITS OFFICES FOR THE ACCOUNT OF THE BORROWER (REGARDLESS OF WHETHER SUCH
BALANCES ARE THEN DUE TO THE BORROWER) AND ANY OTHER PROPERTIES OR ASSETS ANY
TIME HELD OR OWING BY THAT LENDER OR THAT HOLDER TO OR FOR THE CREDIT OR FOR THE
ACCOUNT OF THE BORROWER AGAINST AND ON ACCOUNT OF ANY OF THE BORROWER
OBLIGATIONS WHICH ARE NOT PAID WHEN DUE.
ANY LENDER OR HOLDER OF ANY NOTE
EXERCISING A RIGHT TO SET OFF OR OTHERWISE RECEIVING ANY PAYMENT ON ACCOUNT OF
THE BORROWER OBLIGATIONS IN EXCESS OF ITS PRO RATA SHARE THEREOF SHALL PURCHASE
FOR CASH (AND THE OTHER LENDERS OR HOLDERS SHALL SELL) SUCH PARTICIPATIONS IN
EACH SUCH OTHER LENDER'S OR HOLDER'S PRO RATA SHARE OF THE BORROWER OBLIGATIONS
AS WOULD BE NECESSARY TO CAUSE SUCH LENDER TO SHARE THE AMOUNT SO SET OFF OR
OTHERWISE RECEIVED WITH EACH OTHER LENDER OR HOLDER IN ACCORDANCE WITH THEIR
RESPECTIVE PRO RATA SHARES.
EACH LENDER'S OBLIGATION PURSUANT TO THIS
SECTION 11.07 IS IN ADDITION TO AND NOT IN LIMITATION OF ITS OBLIGATIONS TO
PURCHASE A PARTICIPATION EQUAL TO ITS PRO RATA SHARE OF THE SWING LINE LOAN
PURSUANT TO SECTION 2.01(B).
THE BORROWER AGREES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THAT (A) ANY LENDER OR HOLDER MAY EXERCISE ITS RIGHT TO SET
OFF WITH RESPECT TO AMOUNTS IN EXCESS OF ITS PRO RATA SHARE OF THE BORROWER
OBLIGATIONS AND MAY SELL PARTICIPATIONS IN SUCH AMOUNT SO SET OFF TO OTHER
LENDERS AND HOLDERS AND (B) ANY LENDER OR HOLDERS SO PURCHASING A PARTICIPATION
IN THE ADVANCES