TO A LOAN DOCUMENT, AND
ALL APPLICABLE BANK REGULATORY LAWS RELATING TO THE TRANSACTIONS CONTEMPLATED
HEREBY, AND MADE ITS OWN DECISION TO ENTER INTO THIS AGREEMENT AND TO EXTEND
CREDIT TO BORROWERS. EACH LENDER ALSO REPRESENTS THAT IT WILL, INDEPENDENTLY AND
WITHOUT RELIANCE UPON ANY AGENT-RELATED PERSON AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT ANALYSIS, APPRAISALS AND DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND TO MAKE SUCH INVESTIGATIONS AS
IT DEEMS NECESSARY TO INFORM ITSELF AS TO THE BUSINESS, PROSPECTS, OPERATIONS,
PROPERTY, FINANCIAL AND OTHER CONDITION AND CREDITWORTHINESS OF BORROWERS AND
ANY OTHER PERSON PARTY TO A LOAN DOCUMENT. EXCEPT FOR NOTICES, REPORTS, AND
OTHER DOCUMENTS
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EXPRESSLY HEREIN REQUIRED TO BE FURNISHED TO THE LENDERS BY AGENT, AGENT 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 BORROWERS AND ANY OTHER
PERSON PARTY TO A LOAN DOCUMENT THAT MAY COME INTO THE POSSESSION OF ANY OF THE
AGENT-RELATED PERSONS.
15.7
COSTS AND EXPENSES; INDEMNIFICATION. AGENT MAY INCUR AND PAY LENDER
GROUP EXPENSES TO THE EXTENT AGENT REASONABLY DEEMS NECESSARY OR APPROPRIATE FOR
THE PERFORMANCE AND FULFILLMENT OF ITS FUNCTIONS, POWERS, AND OBLIGATIONS
PURSUANT TO THE LOAN DOCUMENTS, INCLUDING COURT COSTS, REASONABLE ATTORNEYS FEES
AND EXPENSES, FEES AND EXPENSES OF FINANCIAL ACCOUNTANTS, ADVISORS, CONSULTANTS,
AND APPRAISERS, COSTS OF COLLECTION BY OUTSIDE COLLECTION AGENCIES, AUCTIONEER
FEES AND EXPENSES, AND COSTS OF SECURITY GUARDS OR INSURANCE PREMIUMS PAID TO
MAINTAIN THE COLLATERAL, WHETHER OR NOT BORROWERS ARE OBLIGATED TO REIMBURSE
AGENT OR LENDERS FOR SUCH EXPENSES PURSUANT TO THIS AGREEMENT OR OTHERWISE.
AGENT IS AUTHORIZED AND DIRECTED TO DEDUCT AND RETAIN SUFFICIENT AMOUNTS FROM
THE COLLECTIONS OF BORROWERS AND THEIR SUBSIDIARIES RECEIVED BY AGENT TO
REIMBURSE AGENT FOR SUCH OUT-OF-POCKET COSTS AND EXPENSES PRIOR TO THE
DISTRIBUTION OF ANY AMOUNTS TO LENDERS. IN THE EVENT AGENT IS NOT REIMBURSED FOR
SUCH COSTS AND EXPENSES FROM THE COLLECTIONS OF BORROWERS AND THEIR SUBSIDIARIES
RECEIVED BY AGENT, EACH LENDER HEREBY AGREES THAT IT IS AND SHALL BE OBLIGATED
TO PAY TO OR REIMBURSE AGENT FOR THE AMOUNT OF SUCH LENDER'S PRO RATA SHARE
THEREOF. WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED,
THE LENDERS SHALL INDEMNIFY UPON DEMAND THE AGENT RELATED PERSONS (TO THE EXTENT
NOT REIMBURSED BY OR ON BEHALF OF BORROWERS AND WITHOUT LIMITING THE OBLIGATION
OF BORROWERS TO DO SO), ACCORDING TO THEIR PRO RATA SHARES, FROM AND AGAINST ANY
AND ALL INDEMNIFIED LIABILITIES; PROVIDED, HOWEVER, THAT NO LENDER SHALL BE
LIABLE FOR THE PAYMENT TO ANY AGENT RELATED PERSON OF ANY PORTION OF SUCH
INDEMNIFIED LIABILITIES RESULTING SOLELY FROM SUCH PERSON'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT NOR SHALL ANY LENDER BE LIABLE FOR THE OBLIGATIONS OF ANY
DEFAULTING LENDER IN FAILING TO MAKE ANY PORTION OF A LOAN OR ANY OTHER
EXTENSION OF CREDIT