LENDER OR DESIGNATED LENDER TO MAKE ITS LOANS CONSTITUTES FOR ANY PURPOSE OF
ERISA OR SECTION 4975 OF THE CODE ASSETS OF ANY "PLAN" AS DEFINED IN SECTION
3(3) OF ERISA OR SECTION 4975 OF THE CODE AND THE RIGHTS AND INTERESTS OF SUCH
LENDER OR DESIGNATED LENDER IN AND UNDER THE LOAN DOCUMENTS SHALL NOT CONSTITUTE
SUCH "PLAN ASSETS" UNDER ERISA.
9.13.
NONRELIANCE.
EACH LENDER HEREBY REPRESENTS THAT IT IS NOT RELYING
ON OR LOOKING TO ANY MARGIN STOCK (AS DEFINED IN REGULATION U) AS COLLATERAL IN
THE EXTENSION OR MAINTENANCE OF THE CREDIT PROVIDED FOR HEREIN.
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9.14.
DISCLOSURE.
THE BORROWER, THE PARENT AND EACH LENDER, INCLUDING
THE LC ISSUERS, HEREBY ACKNOWLEDGE AND AGREE THAT EACH LENDER AND/OR ITS
AFFILIATES FROM TIME TO TIME MAY HOLD INVESTMENTS IN, MAKE OTHER LOANS TO OR
HAVE OTHER RELATIONSHIPS WITH THE BORROWER AND ITS AFFILIATES.
9.15.
PERFORMANCE OF OBLIGATIONS.
EACH OF THE PARENT AND THE BORROWER
AGREES THAT THE AGENT MAY, BUT SHALL HAVE NO OBLIGATION TO (I) AT ANY TIME, PAY
OR DISCHARGE TAXES, LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES LEVIED OR
PLACED ON ANY COLLATERAL TO THE EXTENT THE SAME WOULD CONSTITUTE A DEFAULT
HEREUNDER IF ACTUALLY LEVIED OR IMPOSED AND (II) AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF A DEFAULT MAKE ANY PAYMENT OR PERFORM ANY ACT REQUIRED OF THE
PARENT, THE BORROWER OR ANY SUBSIDIARY UNDER ANY LOAN DOCUMENT OR TAKE ANY OTHER
ACTION WHICH THE AGENT IN ITS DISCRETION DEEMS NECESSARY OR DESIRABLE TO PROTECT
OR PRESERVE THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY ACTION TO (X)
EFFECT ANY REPAIRS OR OBTAIN ANY INSURANCE CALLED FOR BY THE TERMS OF ANY OF THE
LOAN DOCUMENTS AND TO PAY ALL OR ANY PART OF THE PREMIUMS THEREFOR AND THE COSTS
THEREOF AND (Y) PAY ANY RENTS PAYABLE BY THE PARENT, THE BORROWER OR ANY
SUBSIDIARY WHICH ARE MORE THAN 30 DAYS PAST DUE, OR AS TO WHICH THE LANDLORD HAS
GIVEN NOTICE OF TERMINATION, UNDER ANY LEASE.
THE AGENT SHALL USE ITS BEST
EFFORTS TO GIVE THE BORROWER NOTICE OF ANY ACTION TAKEN UNDER THIS SECTION 9.15
PRIOR TO THE TAKING OF SUCH ACTION OR PROMPTLY THEREAFTER PROVIDED THE FAILURE
TO GIVE SUCH NOTICE SHALL NOT AFFECT THE BORROWER'S OBLIGATIONS IN RESPECT
THEREOF.
THE BORROWER AGREES TO PAY THE AGENT, UPON DEMAND, THE PRINCIPAL
AMOUNT OF ALL FUNDS ADVANCED BY THE AGENT UNDER THIS SECTION 9.15, TOGETHER WITH
INTEREST THEREON AT THE RATE FROM TIME TO TIME APPLICABLE TO FLOATING RATE LOANS
FROM THE DATE OF SUCH ADVANCE UNTIL THE OUTSTANDING PRINCIPAL BALANCE THEREOF IS
PAID IN FULL.
IF THE BORROWER FAILS TO MAKE PAYMENT IN RESPECT OF ANY SUCH
ADVANCE UNDER THIS SECTION 9.15 WITHIN ONE (1) BUSINESS DAY AFTER THE DATE THE
BORROWER RECEIVES WRITTEN DEMAND THEREFOR FROM THE AGENT, THE AGENT SHALL
PROMPTLY NOTIFY EACH LENDER AND EACH LENDER AGREES THAT IT SHALL THEREUPON MAKE
AVAILABLE TO THE AGENT, IN DOLLARS IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT
EQUAL TO SUCH LENDER'S PRO RATA