PART OF
ANY BORROWER OR ANY SUCH SUBSIDIARY.
IF THE BORROWERS SHALL FAIL TO DO ANY ACT
OR THING WHICH IT HAS COVENANTED TO DO HEREUNDER OR ANY REPRESENTATION OR
WARRANTY ON THE PART OF ANY BORROWER OR ANY SUBSIDIARY CONTAINED HEREIN OR IN
ANY OTHER LOAN DOCUMENT SHALL BE BREACHED, ADMINISTRATIVE AGENT MAY (BUT SHALL
NOT BE OBLIGATED TO) DO THE SAME OR CAUSE IT TO BE DONE OR REMEDY ANY SUCH
BREACH, AND MAY EXPEND ITS FUNDS FOR SUCH PURPOSE, AND WILL USE ITS BEST EFFORTS
TO GIVE PROMPT WRITTEN NOTICE TO THE FUNDS ADMINISTRATOR THAT IT PROPOSES TO
TAKE SUCH ACTION.
ANY AND ALL AMOUNTS SO EXPENDED BY ADMINISTRATIVE AGENT SHALL
BE REPAID TO IT BY THE BORROWERS PROMPTLY UPON ADMINISTRATIVE AGENT'S DEMAND
THEREFOR, WITH INTEREST AT THE DEFAULT RATE IN EFFECT FROM TIME TO TIME DURING
THE PERIOD INCLUDING THE DATE SO EXPENDED BY ADMINISTRATIVE AGENT TO THE DATE OF
REPAYMENT.
TO THE EXTENT THAT THE UNDERTAKING TO INDEMNIFY, PAY OR HOLD
HARMLESS ADMINISTRATIVE AGENT OR ANY LENDER AS SET FORTH IN THIS SECTION 13.4
MAY BE UNENFORCEABLE BECAUSE IT IS VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE
BORROWERS SHALL MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF
EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW.
THE OBLIGATIONS OF THE BORROWERS UNDER THIS SECTION 13.4 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE DISCHARGE OF THE BORROWERS' OTHER
OBLIGATIONS HEREUNDER.
13.5
DEFAULTING LENDER.
(A)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM A
LENDER THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT A
LOAN REQUIRED TO BE MADE BY IT PURSUANT TO SECTION 2.2 OR ITS PARTICIPATION
PURSUANT TO SECTION 2.5(D)(II), ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH LENDER
HAS MADE SUCH AMOUNTS AVAILABLE TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH
SUCH SECTIONS AND THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION MAY, IN
RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE BORROWERS, PURSUANT TO THE
DIRECTIONS OF THE FUNDS ADMINISTRATOR, OR THE APPLICABLE FACING BANK A
CORRESPONDING AMOUNT ON BEHALF OF SUCH LENDER.
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(B)
IF ANY AMOUNT REFERRED TO IN SECTION 13.5(A) OR IN SECTION 4.9 IS
NOT MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY A LENDER (A "DEFAULTING
LENDER") AND THE ADMINISTRATIVE AGENT HAS MADE SUCH AMOUNT AVAILABLE TO THE
BORROWERS OR A FACING BANK, THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO
RECOVER SUCH AMOUNT ON DEMAND FROM SUCH DEFAULTING LENDER TOGETHER WITH INTEREST
AS HEREINAFTER PROVIDED.
IF SUCH DEFAULTING LENDER DOES NOT PAY SUCH AMOUNT
FORTHWITH UPON THE ADMINISTRATIVE AGENT'S DEMAND THEREFORE, ADMINISTRATIVE AGENT
SHALL PROMPTLY NOTIFY THE BORROWERS AND THE BORROWERS SHALL IMMEDIATELY (BUT IN
NO EVENT LATER THAN FIVE BUSINESS DAYS AFTER SUCH DEMAND) PAY SUCH AMOUNT TO THE
ADMINISTRATIVE AGENT TOGETHER WITH INTEREST CALCULATED AS HEREINAFTER PROVIDED.
THE ADMINISTRATIVE AGENT SHALL ALSO BE ENTITLED TO RECOVER FROM SUCH DEFAULTING
LENDER AND/OR THE BORROWERS, AS THE CASE MAY BE, (I) INTEREST ON SUCH AMOUNT IN
RESPECT OF EACH DAY FROM