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 OF ITS 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 AT
ANY TIME PRIOR TO THE DATE THAT SUCH DEFAULT HAS BEEN FULLY CURED, WHETHER OR
NOT THE OBLIGATIONS, OR ANY PART HEREOF, SHALL THEN BE DUE.
11.2
RATABLE PAYMENTS.
IF ANY LENDER, WHETHER BY SETOFF OR
OTHERWISE, HAS PAYMENT MADE TO IT UPON ITS LOANS (OTHER THAN PAYMENTS RECEIVED
PURSUANT TO 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 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 XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
12.1
SUCCESSORS AND ASSIGNS.
THE TERMS AND PROVISIONS OF THE
LOAN DOCUMENTS SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWER
AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT (I) THE
BORROWER SHALL NOT HAVE THE RIGHT TO ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER THE
LOAN DOCUMENTS AND (II) ANY ASSIGNMENT BY ANY LENDER MUST BE MADE IN COMPLIANCE
WITH SECTION 12.3.
THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT CLAUSE
(II) OF THIS SECTION 12.1 RELATES ONLY TO ABSOLUTE ASSIGNMENTS AND DOES NOT
PROHIBIT ASSIGNMENTS CREATING SECURITY INTERESTS, INCLUDING, WITHOUT LIMITATION,
(X) ANY PLEDGE OR ASSIGNMENT BY ANY LENDER OF ALL OR ANY PORTION OF ITS RIGHTS
UNDER THIS AGREEMENT AND ANY NOTE TO A FEDERAL RESERVE BANK OR (Y) IN THE CASE
OF A LENDER WHICH IS A FUND, ANY PLEDGE OR ASSIGNMENT OF ALL OR ANY PORTION OF
ITS RIGHTS UNDER THIS
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AGREEMENT AND ANY NOTE TO ITS TRUSTEE IN SUPPORT OF ITS OBLIGATIONS TO ITS
TRUSTEE; PROVIDED, HOWEVER, THAT NO SUCH PLEDGE OR ASSIGNMENT CREATING A
SECURITY INTEREST SHALL RELEASE THE TRANSFEROR LENDER FROM ITS OBLIGATIONS
HEREUNDER UNLESS AND UNTIL THE PARTIES THERETO HAVE COMPLIED WITH THE PROVISIONS
OF SECTION 12.3.
THE ADMINISTRATIVE AGENT MAY TREAT THE PERSON WHICH MADE ANY
LOAN OR WHICH HOLDS ANY NOTE AS THE OWNER THEREOF FOR ALL PURPOSES HEREOF UNLESS
AND UNTIL SUCH PERSON COMPLIES WITH SECTION 12.3; PROVIDED, HOWEVER, THAT THE
ADMINISTRATIVE AGENT MAY IN ITS