in respect of any Default Condition or Event of Default within five (5)
Business Days after their receipt of the notice of any Default Condition or
Event of Default from the Agent or any Lender, or shall request inconsistent
action with respect to such Default Condition or Event of Default, the Agent
may, but shall not be required to, take such action and assert such rights as
it deems in its discretion to be advisable for the protection of the Lenders.
Section 11.11 Sharing of Payments, etc. Each of the Lenders agrees that
if it shall, through the exercise of a right of banker's lien, set-off,
counterclaim or otherwise, obtain payment with respect to the Indebtedness
which results in its receiving more than its Pro Rata Share of the aggregate
payments with respect to all of the Indebtedness, then (a) such Lender shall be
deemed to have simultaneously purchased from the other Lender a share in the
Indebtedness so that the amount of the Indebtedness held by each of the Lenders
shall continue to equal their respective Pro Rata Shares, and (b) such other
adjustments shall be made from time to time as shall be equitable to insure
that the Lenders share such payments ratably.
Section 11.12 Separate Liens on Collateral. Each Lender agrees with the
other Lenders that it will not take or permit to exist any Lien in its favor on
any of the Collateral or other property of any of the Borrowers other than
Liens securing the Indebtedness.
Section 11.13 Payments Between Agent and Lenders. All payments by the
Agent to any Lender, and all payments by any Lender to the Agent, under the
terms of this Agreement shall be made by wire transfer in immediately available
funds to the receiving party's address specified in or pursuant to Section 9.01
hereof. If the Agent or any of the Lenders shall fail to pay when due any sum
payable to the Agent or any other Lender, such sum shall bear interest until
paid at the interest rate per annum for overnight borrowing by the payee from
the Federal Reserve Bank for the period commencing on the date such payment was
due and ending on, but excluding, the date such payment is made.
Section 11.14 Independent Agreements. The provisions contained in
Sections 11.01 through 11.10 and Sections 11.12, 11.13, 11.14, and 11.15
constitute independent obligations and agreements of the Agent and the Lenders,
and the Borrower shall not be deemed a party thereto or bound thereby or
entitled to any benefit thereunder. The Borrower acknowledges the rights of the
Lenders and the Agent under Section 11.11.
Section 11.15 Limitation on Lenders. The Borrower agrees and
acknowledges that neither the Agent nor STB shall have liability to the
Borrower for any damages or claim of any kind whatsoever, whether seen or
unforeseen, arising out of or in connection with the failure of NBT to fund
through the Agent its Pro Rata Share of any Advance, and that Borrower's sole
recourse for such conduct by NBT shall be to NBT.