SECTION 4975 OF THE
CODE AND THE RIGHTS AND INTERESTS OF SUCH
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.
9.14.
DISCLOSURE.
THE BORROWER AND EACH LENDER, INCLUDING THE LC ISSUER,
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.
THE BORROWER AGREES THAT THE
ADMINISTRATIVE 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 OR THREATENED AGAINST ANY COLLATERAL AND (II) AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF A DEFAULT MAKE ANY OTHER PAYMENT OR PERFORM ANY ACT
REQUIRED OF THE BORROWER UNDER ANY LOAN DOCUMENT OR TAKE ANY OTHER ACTION WHICH
THE ADMINISTRATIVE 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 BORROWER WHICH ARE MORE THAN
30 DAYS PAST DUE, OR AS TO WHICH THE LANDLORD HAS GIVEN NOTICE OF TERMINATION,
UNDER ANY LEASE.
THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT, UPON DEMAND, THE PRINCIPAL
AMOUNT OF ALL FUNDS ADVANCED BY THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY
EACH LENDER AND EACH LENDER AGREES THAT IT SHALL THEREUPON MAKE AVAILABLE TO THE
ADMINISTRATIVE AGENT, IN DOLLARS IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT
EQUAL TO SUCH LENDER'S PRO RATA SHARE OF SUCH ADVANCE.
IF SUCH FUNDS ARE NOT
MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY SUCH LENDER WITHIN ONE
(1) BUSINESS DAY AFTER THE ADMINISTRATIVE AGENT'S DEMAND THEREFOR, THE
ADMINISTRATIVE AGENT WILL BE ENTITLED TO RECOVER ANY SUCH AMOUNT FROM SUCH
LENDER TOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE FOR
EACH DAY DURING