respect to any Default or Event of Default that may
be waived by them, to enter into an agreement with the Borrower providing for
the forbearance from the exercise of any remedies provided hereunder or under
the other Loan Documents without thereby waiving any such Default or Event of
Default.
103
(C)
THE MAKING OF LOANS HEREUNDER BY THE LENDERS DURING THE EXISTENCE
OF A DEFAULT OR EVENT OF DEFAULT SHALL NOT BE DEEMED TO CONSTITUTE A WAIVER OF
SUCH DEFAULT OR EVENT OF DEFAULT.
(D)
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS TO THE CONTRARY, NO CONSENT, WRITTEN OR OTHERWISE, OF THE BORROWER
SHALL BE NECESSARY OR REQUIRED IN CONNECTION WITH ANY AMENDMENT TO ARTICLE 14 OR
SECTION 4.8, AND ANY AMENDMENT TO SUCH PROVISIONS MAY BE EFFECTED SOLELY BY AND
AMONG THE ADMINISTRATIVE AGENT AND THE LENDERS, PROVIDED THAT NO SUCH AMENDMENT
SHALL IMPOSE ANY OBLIGATION ON THE BORROWER.
SECTION 15.11
PERFORMANCE OF BORROWER'S DUTIES.
(A)
THE BORROWER'S OBLIGATIONS UNDER THIS AGREEMENT AND EACH OF THE
LOAN DOCUMENTS SHALL BE PERFORMED BY THE BORROWER AT ITS SOLE COST AND EXPENSE.
(B)
IF THE BORROWER SHALL FAIL TO DO ANY ACT OR THING WHICH IT HAS
COVENANTED TO DO UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, THE
ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) DO THE SAME OR CAUSE IT
TO BE DONE EITHER IN THE NAME OF THE ADMINISTRATIVE AGENT, IN THE NAME OF THE
LENDER(S) OR IN THE NAME AND ON BEHALF OF THE BORROWER, AND THE BORROWER HEREBY
IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT SO TO ACT.
SECTION 15.12
INDEMNIFICATION.
THE BORROWER AGREES TO REIMBURSE THE
ADMINISTRATIVE AGENT AND EACH LENDER FOR ALL REASONABLE COSTS AND EXPENSES,
INCLUDING REASONABLE FEES AND DISBURSEMENTS OF OUTSIDE COUNSEL OR REASONABLE
ALLOCATIONS AND DISBURSEMENTS OF IN-HOUSE COUNSEL, INCURRED AND TO INDEMNIFY AND
HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER FROM AND AGAINST ALL
LOSSES SUFFERED BY THE ADMINISTRATIVE AGENT OR ANY LENDER, OTHER THAN LOSSES
RESULTING FROM THE ADMINISTRATIVE AGENT'S OR SUCH LENDER'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, IN CONNECTION WITH
(A)
THE EXERCISE BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY
RIGHT OR REMEDY GRANTED TO IT UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS,
(B)
ANY CLAIM, AND THE PROSECUTION OR DEFENSE THEREOF, ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, EXCEPT
IN THE CASE OF A DISPUTE BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT OR
ANY LENDER IN WHICH THE BORROWER PREVAILS IN A FINAL UNAPPEALED OR UNAPPEALABLE
JUDGMENT, AND
(C)
THE COLLECTION OR ENFORCEMENT OF THE SECURED OBLIGATIONS OR ANY OF
THEM.
SECTION 15.13
ALL POWERS COUPLED WITH INTEREST.
ALL POWERS OF ATTORNEY
AND OTHER AUTHORIZATIONS GRANTED TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND
ANY PERSONS DESIGNATED BY THE ADMINISTRATIVE AGENT OR THE LENDERS PURSUANT TO
ANY PROVISIONS OF THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS SHALL BE DEEMED
COUPLED WITH AN INTEREST AND