TIME TO TIME.
60
11.14
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 ARTICLES XI AND XII.
11.15
EXECUTION OF COLLATERAL DOCUMENTS.
THE LENDERS HEREBY EMPOWER AND
AUTHORIZE THE ADMINISTRATIVE AGENT TO EXECUTE AND DELIVER TO THE BORROWER ON
THEIR BEHALF THE COLLATERAL DOCUMENTS AND ALL RELATED FINANCING STATEMENTS AND
ANY FINANCING STATEMENTS, AGREEMENTS, DOCUMENTS OR INSTRUMENTS AS SHALL BE
NECESSARY OR APPROPRIATE TO EFFECT THE PURPOSES OF THE COLLATERAL DOCUMENTS.
11.16
COLLATERAL RELEASES.
THE LENDERS HEREBY EMPOWER AND AUTHORIZE THE
ADMINISTRATIVE AGENT TO EXECUTE AND DELIVER TO THE BORROWER ON THEIR BEHALF ANY
AGREEMENTS, DOCUMENTS OR INSTRUMENTS AS SHALL BE NECESSARY OR APPROPRIATE TO
EFFECT ANY RELEASES OF COLLATERAL WHICH SHALL BE PERMITTED BY THE TERMS HEREOF
OR OF ANY OTHER LOAN DOCUMENT OR WHICH SHALL OTHERWISE HAVE BEEN APPROVED BY THE
REQUIRED LENDERS (OR, IF REQUIRED BY THE TERMS OF SECTION 9.2, ALL OF THE
LENDERS) IN WRITING.
ARTICLE XII
SETOFF; RATABLE PAYMENTS
12.1
SETOFF.
IN ADDITION TO, AND WITHOUT LIMITATION OF, ANY RIGHTS 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 OR
ANY AFFILIATE OF ANY LENDER TO OR FOR THE CREDIT OR ACCOUNT OF THE BORROWER MAY
BE OFFSET AND APPLIED TOWARD THE PAYMENT OF THE SECURED OBLIGATIONS OWING TO
SUCH LENDER, WHETHER OR NOT THE SECURED OBLIGATIONS, OR ANY PART THEREOF, SHALL
THEN BE DUE.
12.2
RATABLE PAYMENTS.
IF ANY LENDER, WHETHER BY SETOFF OR OTHERWISE,
HAS PAYMENT MADE TO IT UPON ITS LOANS (OTHER THAN PAYMENTS RECEIVED PURSUANT TO
SECTION 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 LOANS HELD BY THE OTHER LENDERS SO THAT AFTER SUCH PURCHASE EACH LENDER WILL
HOLD ITS RATABLE PROPORTION OF LOANS.
IF ANY LENDER, WHETHER IN CONNECTION WITH
SETOFF OR AMOUNTS WHICH MIGHT BE SUBJECT TO SETOFF OR OTHERWISE, RECEIVES
COLLATERAL OR OTHER PROTECTION FOR ITS OBLIGATIONS OR SUCH AMOUNTS WHICH MAY BE
SUBJECT TO SETOFF, SUCH LENDER AGREES, PROMPTLY UPON DEMAND, TO TAKE SUCH ACTION
NECESSARY SUCH THAT ALL LENDERS SHARE IN THE BENEFITS OF SUCH COLLATERAL RATABLY
IN PROPORTION TO THEIR LOANS.
IN CASE ANY SUCH PAYMENT IS DISTURBED BY LEGAL
PROCESS, OR OTHERWISE, APPROPRIATE FURTHER ADJUSTMENTS SHALL BE MADE.
ARTICLE XIII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
13.1
SUCCESSORS AND ASSIGNS.
THE TERMS AND PROVISIONS OF THE LOAN
DOCUMENTS SHALL BE BINDING