ADVANCES.
AT ANY TIME DURING THE TERM
OF THE BANK FACILITIES, IF BORROWERS SHOULD FAIL (A) TO PERFORM OR OBSERVE, OR
(B) TO CAUSE TO BE PERFORMED OR OBSERVED, ANY COVENANT OR OBLIGATION OF
BORROWERS UNDER THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, THEN
AGENT BANK, UPON THE GIVING OF REASONABLE NOTICE MAY (BUT SHALL BE UNDER NO
OBLIGATION TO) TAKE SUCH STEPS AS ARE NECESSARY TO REMEDY ANY SUCH
NON-PERFORMANCE OR NON-OBSERVANCE AND PROVIDE FOR PAYMENT THEREOF.
ALL AMOUNTS
ADVANCED BY AGENT BANK OR LENDERS PURSUANT TO THIS SECTION 5.12 SHALL BECOME AN
ADDITIONAL OBLIGATION OF BORROWERS TO LENDERS SECURED BY THE DEEDS OF TRUST AND
OTHER LOAN DOCUMENTS, SHALL CONSTITUTE A MANDATORY COMMITMENT REDUCTION UNTIL
REPAID AND SHALL BECOME DUE AND PAYABLE BY BORROWERS ON THE NEXT INTEREST
PAYMENT DATE, TOGETHER WITH INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE
DEFAULT RATE (SUCH INTEREST TO BE CALCULATED FROM THE DATE OF SUCH ADVANCEMENT
TO THE DATE OF PAYMENT THEREOF BY BORROWERS).
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SECTION 5.13.
FURTHER ASSURANCES.
BORROWERS WILL
DO, EXECUTE, ACKNOWLEDGE AND DELIVER, OR CAUSE TO BE DONE, EXECUTED,
ACKNOWLEDGED AND DELIVERED, SUCH AMENDMENTS OR SUPPLEMENTS HERETO OR TO ANY OF
THE LOAN DOCUMENTS AND SUCH FURTHER DOCUMENTS, INSTRUMENTS AND TRANSFERS AS
REQUISITE LENDER OR AGENT BANK MAY REASONABLY REQUIRE FOR THE CURING OF ANY
DEFECT IN THE EXECUTION OR ACKNOWLEDGEMENT HEREOF OR IN ANY OF THE LOAN
DOCUMENTS, OR IN THE DESCRIPTION OF THE COLLATERAL PROPERTIES OR OTHER
COLLATERAL OR FOR THE PROPER EVIDENCING OF GIVING NOTICE OF EACH LIEN OR
SECURITY INTEREST SECURING REPAYMENT OF THE BANK FACILITIES.
FURTHER, UPON THE
EXECUTION AND DELIVERY OF THE DEEDS OF TRUST AND EACH OF THE LOAN DOCUMENTS AND
THEREAFTER, FROM TIME TO TIME, BORROWERS SHALL CAUSE THE DEEDS OF TRUST AND EACH
OF THE LOAN DOCUMENTS AND EACH AMENDMENT AND SUPPLEMENT THERETO TO BE FILED,
REGISTERED AND RECORDED AND TO BE REFILED, RE-REGISTERED AND RE-RECORDED IN SUCH
MANNER AND IN SUCH PLACES AS MAY BE REASONABLY REQUIRED BY THE REQUISITE LENDERS
OR AGENT BANK, IN ORDER TO PUBLISH NOTICE OF AND FULLY PROTECT THE LIENS OF THE
DEEDS OF TRUST AND THE LOAN DOCUMENTS AND TO PROTECT OR CONTINUE TO PERFECT THE
SECURITY INTERESTS CREATED BY THE DEEDS OF TRUST AND LOAN DOCUMENTS IN THE
COLLATERAL PROPERTIES AND COLLATERAL AND TO PERFORM OR CAUSE TO BE PERFORMED
FROM TIME TO TIME ANY OTHER ACTIONS REQUIRED BY LAW AND EXECUTE OR CAUSE TO BE
EXECUTED ANY AND ALL INSTRUMENTS OF FURTHER ASSURANCE THAT MAY BE NECESSARY FOR
SUCH PUBLICATION, PERFECTION, CONTINUATION AND PROTECTION.
SECTION 5.14.
INDEMNIFICATION.
BORROWERS AGREE TO
AND DO HEREBY JOINTLY AND SEVERALLY INDEMNIFY, PROTECT, DEFEND AND SAVE HARMLESS
AGENT BANK AND EACH OF THE BANKS AND THEIR RESPECTIVE TRUSTEES, OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS AND SHAREHOLDERS (INDIVIDUALLY AN "INDEMNIFIED
PARTY" AND COLLECTIVELY THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL
LOSSES, DAMAGES, EXPENSES OR LIABILITIES OF ANY KIND OR NATURE FROM ANY SUITS,
CLAIMS, OR DEMANDS, INCLUDING REASON­ABLE COUNSEL FEES