ANY LOSSES, LIABILITIES, CLAIMS, DAMAGES
OR EXPENSES TO THE EXTENT INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE PERSON TO BE INDEMNIFIED (AS DETERMINED BY A COURT OF
COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE DECISION)).
TO THE EXTENT
THAT THE UNDERTAKING TO INDEMNIFY, PAY OR HOLD HARMLESS THE ADMINISTRATIVE AGENT
OR ANY LENDER SET FORTH IN THE PRECEDING SENTENCE MAY BE UNENFORCEABLE BECAUSE
IT IS VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE BORROWER SHALL MAKE THE MAXIMUM
CONTRIBUTION
103
TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS
PERMISSIBLE UNDER APPLICABLE LAW.
13.02.
RIGHT OF SETOFF.
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED
UNDER APPLICABLE LAW OR OTHERWISE, AND NOT BY WAY OF LIMITATION OF ANY SUCH
RIGHTS, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
THE ADMINISTRATIVE AGENT AND EACH LENDER IS HEREBY AUTHORIZED AT ANY TIME OR
FROM TIME TO TIME, WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY
KIND TO ANY CREDIT PARTY OR TO ANY OTHER PERSON, ANY SUCH NOTICE BEING HEREBY
EXPRESSLY WAIVED, TO SET OFF AND TO APPROPRIATE AND APPLY ANY AND ALL DEPOSITS
(GENERAL OR SPECIAL) AND ANY OTHER INDEBTEDNESS AT ANY TIME HELD OR OWING BY THE
ADMINISTRATIVE AGENT OR SUCH LENDER (INCLUDING, WITHOUT LIMITATION, BY BRANCHES
AND AGENCIES OF THE ADMINISTRATIVE AGENT OR SUCH LENDER WHEREVER LOCATED) TO OR
FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER OR ANY OTHER CREDIT PARTY AGAINST
AND ON ACCOUNT OF THE OBLIGATIONS AND LIABILITIES OF THE CREDIT PARTIES TO THE
ADMINISTRATIVE AGENT OR SUCH LENDER UNDER THIS AGREEMENT OR UNDER ANY OF THE
OTHER CREDIT DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ALL INTERESTS IN
OBLIGATIONS PURCHASED BY SUCH LENDER PURSUANT TO SECTION 13.06(B), AND ALL OTHER
CLAIMS OF ANY NATURE OR DESCRIPTION ARISING OUT OF OR CONNECTED WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, IRRESPECTIVE OF WHETHER OR NOT THE
ADMINISTRATIVE AGENT OR SUCH LENDER SHALL HAVE MADE ANY DEMAND HEREUNDER AND
ALTHOUGH SAID OBLIGATIONS, LIABILITIES OR CLAIMS, OR ANY OF THEM, SHALL BE
CONTINGENT OR UNMATURED.
13.03.
NOTICES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL NOTICES
AND OTHER COMMUNICATIONS PROVIDED FOR HEREUNDER SHALL BE IN WRITING (INCLUDING
TELEGRAPHIC, TELEX, TELECOPIER OR CABLE COMMUNICATION) AND MAILED, TELEGRAPHED,
TELEXED, TELECOPIED, CABLED OR DELIVERED:
IF TO ANY CREDIT PARTY, AT THE
ADDRESS SPECIFIED OPPOSITE ITS SIGNATURE BELOW OR IN THE OTHER RELEVANT CREDIT
DOCUMENTS; IF TO ANY LENDER, AT ITS ADDRESS SPECIFIED ON SCHEDULE II; AND IF TO
THE ADMINISTRATIVE AGENT, AT THE NOTICE OFFICE; OR, AS TO ANY CREDIT PARTY OR
THE ADMINISTRATIVE AGENT, AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH
PARTY IN A WRITTEN NOTICE TO THE OTHER PARTIES HERETO AND, AS TO EACH LENDER, AT
SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH LENDER IN A WRITTEN NOTICE TO
THE BORROWER AND THE ADMINISTRATIVE AGENT.
ALL SUCH NOTICES AND COMMUNICATIONS
SHALL, WHEN MAILED, TELEGRAPHED, TELEXED, TELECOPIED, OR CABLED OR SENT BY