BORROWER AND THE AGENT PURSUANT TO THE FEE LETTER.
11.14
DELEGATION TO AFFILIATES.
THE
BORROWER AND THE LENDERS AGREE THAT THE 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 AGENT IS
ENTITLED UNDER ARTICLES X AND XI.
11.15
SYNDICATION AGENT.
THE SYNDICATION AGENT, SENIOR
MANAGING AGENT, MANAGING AGENT, DOCUMENTATION AGENT AND CO-AGENT SHALL HAVE NO
RIGHT, POWER, OBLIGATION, LIABILITY, RESPONSIBILITY OR DUTY UNDER THIS AGREEMENT
OTHER THAN THOSE APPLICABLE TO ALL LENDERS AS SUCH.
WITHOUT LIMITING THE
FOREGOING, THE SYNDICATION AGENT, SENIOR MANAGING AGENT, MANAGING AGENT,
DOCUMENTATION AGENT AND CO-AGENT SHALL NOT HAVE OR BE DEEMED TO HAVE A FIDUCIARY
RELATIONSHIP WITH ANY LENDER.
EACH LENDER HEREBY MAKES THE SAME
ACKNOWLEDGEMENTS WITH RESPECT TO THE SYNDICATION AGENT, SENIOR MANAGING AGENT,
MANAGING AGENT AND CO-AGENT AS IT MAKES TO THE AGENT IN SECTION 11.10.
63
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 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, WHETHER OR NOT THE OBLIGATIONS, OR ANY PART HEREOF, SHALL THEN BE DUE.
12.2
RATABLE PAYMENTS.
IF ANY
LENDER, WHETHER BY SETOFF OR OTHERWISE, HAS PAYMENT MADE TO IT UPON ITS
REVOLVING CREDIT LOANS OR REIMBURSEMENT OBLIGATIONS (OTHER THAN PAYMENTS
RECEIVED PURSUANT TO SECTION 4.1, 4.2, 4.4 OR 4.5) IN A GREATER PROPORTION THAN
THAT RECEIVED BY ANY OTHER LENDER, SUCH LENDER AGREES, PROMPTLY UPON DEMAND, TO
PURCHASE A PORTION OF THE REVOLVING CREDIT LOANS OR PARTICIPATION INTERESTS IN
LETTERS OF CREDIT, AS THE CASE MAY BE, HELD BY THE OTHER LENDERS SO THAT AFTER
SUCH PURCHASE EACH LENDER WILL HOLD ITS RATABLE PROPORTION OF SUCH REVOLVING
CREDIT LOANS OR PARTICIPATION INTERESTS IN LETTERS OF CREDIT.
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 REVOLVING CREDIT
LOANS AND LETTER OF CREDIT PARTICIPATION AMOUNTS.
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 FACILITY DOCUMENTS SHALL BE BINDING UPON AND
INURE TO