REMEDIES THAT MAY BE AVAILABLE TO THE ADMINISTRATIVE AGENT OR THE
BORROWER UNDER THIS AGREEMENT OR APPLICABLE LAW, SUCH DEFAULTING LENDER'S RIGHT
TO PARTICIPATE IN THE ADMINISTRATION OF THE LOAN, THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION, ANY RIGHT TO VOTE IN RESPECT OF,
TO CONSENT TO OR TO DIRECT ANY ACTION OR INACTION OF THE ADMINISTRATIVE AGENT OR
TO BE TAKEN INTO ACCOUNT IN THE CALCULATION OF REQUISITE LENDERS OR UNANIMOUS
LENDER CONSENT, AS APPLICABLE, SHALL BE SUSPENDED DURING THE PENDENCY OF SUCH
FAILURE OR REFUSAL.
IF FOR ANY REASON A LENDER FAILS TO MAKE TIMELY PAYMENT TO
THE ADMINISTRATIVE AGENT OF ANY AMOUNT REQUIRED TO BE PAID TO THE ADMINISTRATIVE
AGENT HEREUNDER (WITHOUT GIVING EFFECT TO ANY NOTICE OR CURE PERIODS), IN
ADDITION TO OTHER RIGHTS AND REMEDIES WHICH THE ADMINISTRATIVE AGENT OR THE
BORROWER MAY HAVE UNDER THE IMMEDIATELY PRECEDING PROVISIONS OR OTHERWISE, THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED (I) TO COLLECT INTEREST FROM SUCH
DEFAULTING LENDER ON SUCH DELINQUENT PAYMENT FOR THE PERIOD FROM THE DATE ON
WHICH THE PAYMENT WAS DUE UNTIL THE DATE ON WHICH THE PAYMENT IS MADE AT THE
FEDERAL FUNDS RATE, (II) TO WITHHOLD OR SETOFF AND TO APPLY IN SATISFACTION OF
THE DEFAULTED PAYMENT AND ANY RELATED INTEREST, ANY AMOUNTS OTHERWISE PAYABLE TO
SUCH DEFAULTING LENDER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND (III)
TO BRING AN ACTION OR SUIT AGAINST SUCH DEFAULTING LENDER IN A COURT OF
COMPETENT JURISDICTION TO RECOVER THE DEFAULTED AMOUNT AND ANY RELATED
INTEREST.
ANY AMOUNTS RECEIVED BY THE ADMINISTRATIVE AGENT IN RESPECT OF A
DEFAULTING LENDER'S INDIVIDUAL LOAN COMMITMENT SHALL NOT BE PAID TO SUCH
DEFAULTING LENDER AND SHALL BE HELD BY THE ADMINISTRATIVE AGENT AND PAID TO SUCH
DEFAULTING LENDER UPON THE DEFAULTING LENDER'S CURING OF ITS DEFAULT.
FURTHERMORE, A DEFAULTING LENDER SHALL INDEMNIFY AND HOLD HARMLESS BORROWER,
ADMINISTRATIVE AGENT AND EACH OF THE OTHER LENDERS FROM ANY CLAIM, LOSS, OR
COSTS INCURRED BY BORROWER, ADMINISTRATIVE AGENT AND/OR THE OTHER LENDERS AS A
RESULT OF A DEFAULTING LENDER'S FAILURE TO COMPLY WITH THE REQUIREMENTS OF THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL ADDITIONAL LOSSES,
DAMAGES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES)
INCURRED BY BORROWER, ADMINISTRATIVE AGENT AND ANY LENDER AS A RESULT OF AND/OR
IN CONNECTION WITH (I) ANY ENFORCEMENT ACTION BROUGHT BY ADMINISTRATIVE AGENT
AGAINST A DEFAULTING LENDER AND (II) ANY ACTION BROUGHT AGAINST ADMINISTRATIVE
AGENT AND/OR LENDERS. THE INDEMNIFICATION PROVIDED ABOVE SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT.
109
SECTION 11.14
PARTICIPATIONS.
(A)
ANY LENDER MAY AT ANY TIME GRANT TO AN
AFFILIATE OF SUCH LENDER, OR ONE OR MORE BANKS OR OTHER FINANCIAL INSTITUTIONS
(EACH A "PARTICIPANT") PARTICIPATING INTERESTS IN THE PORTION OF THE DEBT OWING
TO SUCH LENDER.
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, NO PARTICIPANT
SHALL HAVE ANY RIGHTS OR BENEFITS UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.
IN THE EVENT OF ANY SUCH GRANT BY A LENDER OF A PARTICIPATING
INTEREST TO A PARTICIPANT, SUCH LENDER SHALL