AGENT DOES NOT (I) MAKE ANY
REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF ANY REPORT, AND (II) SHALL NOT
BE LIABLE FOR ANY INFORMATION CONTAINED IN ANY REPORT,
(C)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE REPORTS ARE NOT COMPREHENSIVE
AUDITS OR EXAMINATIONS, THAT AGENT OR OTHER PARTY PERFORMING ANY AUDIT OR
EXAMINATION WILL INSPECT ONLY SPECIFIC INFORMATION REGARDING BORROWER AND WILL
RELY SIGNIFICANTLY UPON THE BOOKS, AS WELL AS ON REPRESENTATIONS OF BORROWER'S
PERSONNEL,
(D)
AGREES TO KEEP ALL REPORTS AND OTHER MATERIAL, NON-PUBLIC INFORMATION
REGARDING BORROWER AND ITS SUBSIDIARIES AND THEIR OPERATIONS, ASSETS, AND
EXISTING
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AND CONTEMPLATED BUSINESS PLANS IN A CONFIDENTIAL MANNER; IT BEING UNDERSTOOD
AND AGREED BY BORROWER THAT IN ANY EVENT SUCH LENDER MAY MAKE DISCLOSURES (A) TO
COUNSEL FOR AND OTHER ADVISORS, ACCOUNTANTS, AND AUDITORS TO SUCH LENDER, (B)
SUBJECT TO COMPLIANCE WITH SECTION 17.8, REASONABLY REQUIRED BY ANY BONA FIDE
POTENTIAL OR ACTUAL ASSIGNEE OR PARTICIPANT IN CONNECTION WITH ANY CONTEMPLATED
OR ACTUAL ASSIGNMENT OR TRANSFER BY SUCH LENDER OF AN INTEREST HEREIN OR ANY
PARTICIPATION INTEREST IN SUCH LENDER'S RIGHTS HEREUNDER, (C) OF INFORMATION
THAT HAS BECOME PUBLIC BY DISCLOSURES MADE BY PERSONS OTHER THAN SUCH LENDER,
ITS AFFILIATES, ASSIGNEES, TRANSFEREES, OR PARTICIPANTS, OR (D) AS REQUIRED OR
REQUESTED BY ANY COURT, GOVERNMENTAL OR ADMINISTRATIVE AGENCY, PURSUANT TO ANY
SUBPOENA OR OTHER LEGAL PROCESS, OR BY ANY LAW, STATUTE, REGULATION, OR COURT
ORDER; PROVIDED, HOWEVER, THAT, UNLESS PROHIBITED BY APPLICABLE LAW, STATUTE,
REGULATION, OR COURT ORDER, SUCH LENDER SHALL NOTIFY BORROWER OF ANY REQUEST BY
ANY COURT, GOVERNMENTAL OR ADMINISTRATIVE AGENCY, OR PURSUANT TO ANY SUBPOENA OR
OTHER LEGAL PROCESS FOR DISCLOSURE OF ANY SUCH NON-PUBLIC MATERIAL INFORMATION
CONCURRENT WITH, OR WHERE PRACTICABLE, PRIOR TO THE DISCLOSURE THEREOF, AND
(E)
WITHOUT LIMITING THE GENERALITY OF ANY OTHER INDEMNIFICATION PROVISION
CONTAINED IN THIS AGREEMENT, AGREES:
(I) TO HOLD AGENT AND ANY OTHER LENDER
PREPARING A REPORT HARMLESS FROM ANY ACTION THE INDEMNIFYING LENDER MAY TAKE OR
CONCLUSION THE INDEMNIFYING LENDER MAY REACH OR DRAW FROM ANY REPORT IN
CONNECTION WITH ANY LOANS OR OTHER CREDIT ACCOMMODATIONS THAT THE INDEMNIFYING
LENDER HAS MADE OR MAY MAKE TO BORROWER, OR THE INDEMNIFYING LENDER'S
PARTICIPATION IN, OR THE INDEMNIFYING LENDER'S PURCHASE OF, A LOAN OR LOANS OF
BORROWER, AND (II) TO PAY AND PROTECT, AND INDEMNIFY, DEFEND AND HOLD AGENT, AND
ANY SUCH OTHER LENDER PREPARING A REPORT HARMLESS FROM AND AGAINST, THE CLAIMS,
ACTIONS, PROCEEDINGS, DAMAGES, COSTS, EXPENSES, AND OTHER AMOUNTS (INCLUDING,
ATTORNEYS FEES AND COSTS) INCURRED BY AGENT AND ANY SUCH OTHER LENDER PREPARING
A REPORT AS THE DIRECT OR INDIRECT RESULT OF ANY THIRD PARTIES WHO MIGHT OBTAIN
ALL OR PART OF ANY REPORT THROUGH THE INDEMNIFYING LENDER.
In addition to the foregoing:
(x) any Lender may from time to time request of
Agent in writing that Agent provide to such Lender a copy of any report or
document provided by Borrower to Agent that has not been contemporaneously
provided by Borrower to such Lender, and, upon receipt of such request,