SHALL BE CONTINUING, AND WHETHER OR NOT ACCELERATION
OF THE OBLIGATIONS AND THE MATURITY DATES SHALL HAVE OCCURRED, THE
ADMINISTRATIVE AGENT MAY IF IT SO ELECTS AND, SHALL IF (A) SO REQUESTED BY THE
REQUIRED LENDERS AND (B) THE
90
LENDERS HAVE PROVIDED TO THE ADMINISTRATIVE AGENT SUCH ADDITIONAL INDEMNITIES
AND ASSURANCES AGAINST EXPENSES AND LIABILITIES AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST, PROCEED TO ENFORCE THE PROVISIONS OF THE LOAN DOCUMENTS
AUTHORIZING THE SALE OR OTHER DISPOSITION OF ALL OR ANY PART OF THE COLLATERAL
AND EXERCISE ALL OR ANY SUCH OTHER LEGAL AND EQUITABLE AND OTHER RIGHTS OR
REMEDIES AS IT MAY HAVE IN RESPECT OF SUCH COLLATERAL. THE REQUIRED LENDERS MAY
DIRECT THE ADMINISTRATIVE AGENT IN WRITING AS TO THE METHOD AND THE EXTENT OF
ANY SUCH SALE OR OTHER DISPOSITION, THE LENDERS HEREBY AGREEING TO INDEMNIFY AND
HOLD THE ADMINISTRATIVE AGENT HARMLESS FROM ALL LIABILITIES INCURRED IN RESPECT
OF ALL ACTIONS TAKEN OR OMITTED IN ACCORDANCE WITH SUCH DIRECTIONS (OTHER THAN
WITH RESPECT TO SUCH LIABILITIES ARISING OUT OF THE ADMINISTRATIVE AGENT'S, BUT
NOT THE REQUIRED LENDERS', GROSS NEGLIGENCE OR WILLFUL MISCONDUCT); PROVIDED
THAT THE ADMINISTRATIVE AGENT NEED NOT COMPLY WITH ANY SUCH DIRECTION TO THE
EXTENT THAT THE ADMINISTRATIVE AGENT REASONABLY BELIEVES THE ADMINISTRATIVE
AGENT'S COMPLIANCE WITH SUCH DIRECTION TO BE UNLAWFUL OR COMMERCIALLY
UNREASONABLE IN ANY APPLICABLE JURISDICTION.
13.10
ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial, administrative or like proceeding or any assignment for the benefit of
creditors relative to either Borrower, any Guarantor or any of the Pledged
Entities, the Administrative Agent (irrespective of whether the principal of any
Loan or Reimbursement Obligation shall then be due and payable as herein
expressed or by declaration, by operation of the terms of Section 11.2.1, or
otherwise and irrespective of whether the Administrative Agent shall have made
any demand on the Borrower) shall be entitled and empowered, by intervention in
such proceeding, under any such assignment or otherwise:
(A)
TO FILE AND PROVE A CLAIM FOR THE WHOLE AMOUNT OF THE PRINCIPAL
AND INTEREST OWING AND UNPAID IN RESPECT OF THE LOANS OR REIMBURSEMENT
OBLIGATIONS AND ALL OTHER OBLIGATIONS THAT ARE OWING AND UNPAID AND TO FILE SUCH
OTHER DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE CLAIMS OF
THE CREDITOR PARTIES AND THE ADMINISTRATIVE AGENT (INCLUDING ANY CLAIM FOR THE
REASONABLE COMPENSATION, EXPENSES, DISBURSEMENTS AND ADVANCES OF THE LENDERS AND
THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE AGENTS AND COUNSEL AND ALL OTHER
AMOUNTS DUE THE CREDITOR PARTIES AND THE ADMINISTRATIVE AGENT UNDER SECTIONS
5.6, 6.1, AND 14) ALLOWED IN SUCH PROCEEDING OR UNDER ANY SUCH ASSIGNMENT; AND
(B)
TO COLLECT AND RECEIVE ANY MONIES OR OTHER PROPERTY PAYABLE OR
DELIVERABLE ON ANY SUCH CLAIMS AND TO DISTRIBUTE THE SAME IN ACCORDANCE WITH THE
TERMS OF THIS CREDIT AGREEMENT.
ANY CUSTODIAN, RECEIVER, ASSIGNEE, TRUSTEE, LIQUIDATOR, SEQUESTRATOR OR OTHER
SIMILAR OFFICIAL IN ANY