IT DEEMS NECESSARY TO INFORM ITSELF AS TO THE BUSINESS, PROSPECTS, OPERATIONS,
PROPERTY, FINANCIAL AND OTHER CONDITION AND CREDITWORTHINESS OF THE BORROWER AND
THE OTHER LOAN PARTIES.
EXCEPT FOR NOTICES, REPORTS AND OTHER DOCUMENTS
EXPRESSLY REQUIRED TO BE FURNISHED TO THE LENDERS BY THE ADMINISTRATIVE AGENT
HEREIN, THE AGENTS AND THE JOINT LEAD ARRANGERS SHALL NOT HAVE ANY DUTY OR
RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION
CONCERNING THE BUSINESS, PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER
CONDITION OR CREDITWORTHINESS OF ANY OF THE LOAN PARTIES OR ANY OF THEIR
RESPECTIVE AFFILIATES WHICH MAY COME INTO THE POSSESSION OF ANY AGENT-RELATED
PERSON.
(B)
US PATRIOT ACT CUSTOMER IDENTIFICATION PROGRAMS.
EACH LENDER
ACKNOWLEDGES AND AGREES THAT NEITHER SUCH LENDER NOR ANY OF ITS AFFILIATES,
PARTICIPANTS OR ASSIGNEES MAY RELY ON THE ARRANGER OR ANY AGENT TO CARRY OUT
SUCH LENDER'S, AFFILIATE'S, PARTICIPANT'S OR ASSIGNEE'S CUSTOMER IDENTIFICATION
PROGRAM OR OTHER OBLIGATIONS REQUIRED OR IMPOSED UNDER OR PURSUANT TO THE U.S.
PATRIOT ACT OR THE REGULATIONS THEREUNDER, INCLUDING THE REGULATIONS CONTAINED
IN 31 C.F.R. 103.121 (AS HEREAFTER AMENDED OR REPLACED, THE "CIP REGULATIONS"),
OR ANY OTHER ANTI-TERRORISM LAW, INCLUDING ANY PROGRAMS INVOLVING ANY OF THE
FOLLOWING ITEMS RELATING TO OR IN CONNECTION WITH ANY OF THE LOAN PARTIES, THEIR
AFFILIATES OR AGENTS, THE LOAN DOCUMENTS OR THE TRANSACTIONS HEREUNDER OR
CONTEMPLATED HEREBY:
(I) ANY IDENTIFICATION PROCEDURES; (II) AND RECORDKEEPING;
(III) COMPARISONS WITH GOVERNMENT LISTS, (IV) CUSTOMER NOTICES; OR (V) OTHER
PROCEDURES REQUIRED UNDER THE CIP REGULATIONS OR SUCH OTHER LAWS.
SECTION 9.07
INDEMNIFICATION.
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREBY ARE CONSUMMATED, THE LENDERS AGREE TO INDEMNIFY EACH AGENT-RELATED PERSON
(TO THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF ANY LOAN PARTY AND WITHOUT
LIMITING THE OBLIGATION OF THE BORROWER AND THE OTHER LOAN PARTIES TO DO SO),
RATABLY ACCORDING TO THEIR RESPECTIVE COMMITMENTS (OR IF THE COMMITMENTS HAVE
EXPIRED OR BEEN TERMINATED, IN ACCORDANCE WITH THE RESPECTIVE PRINCIPAL AMOUNTS
OF OUTSTANDING LOANS AND PARTICIPATION INTERESTS OF THE LENDERS), FROM AND
AGAINST ANY AND ALL INDEMNIFIED LIABILITIES WHICH MAY AT ANY TIME (INCLUDING,
WITHOUT LIMITATION, AT ANY TIME FOLLOWING PAYMENT IN FULL OF THE SENIOR CREDIT
OBLIGATIONS) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY AGENT-RELATED
PERSON; PROVIDED THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO ANY
AGENT-RELATED PERSON OF ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING
FROM SUCH PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER,
THAT NO ACTION TAKEN IN ACCORDANCE WITH THE DIRECTIONS OF THE REQUIRED LENDERS
SHALL BE DEEMED TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR
PURPOSES OF THIS SECTION 9.07; PROVIDED, FURTHER, THAT TO THE EXTENT THAT AN L/C
ISSUER IS ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 9.07 SOLELY IN ITS
CAPACITY AND
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ROLE AS L/C ISSUER, ONLY THE REVOLVING LENDERS SHALL BE REQUIRED TO INDEMNIFY
SUCH L/C ISSUER IN ACCORDANCE WITH SECTION 9.07.
WITHOUT LIMITATION OF THE
FOREGOING, EACH LENDER SHALL REIMBURSE THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT UPON DEMAND FOR ITS RATABLE SHARE OF ANY