OR WILLFUL MISCONDUCT OF THE PERSON TO BE
INDEMNIFIED.
WITHOUT LIMITATION OF THE FOREGOING, EACH REVOLVING CREDIT LENDER
AGREES TO REIMBURSE THE LETTER OF CREDIT ISSUER PROMPTLY UPON DEMAND FOR ITS PRO
RATA SHARE OF ANY COSTS OR EXPENSES PAYABLE BY THE BORROWERS TO THE LETTER OF
CREDIT ISSUER, TO THE EXTENT THAT THE LETTER OF CREDIT ISSUER IS NOT PROMPTLY
REIMBURSED FOR SUCH COSTS AND EXPENSES BY THE BORROWERS.
THE AGREEMENT
CONTAINED IN THIS SECTION 12.16 SHALL SURVIVE PAYMENT IN FULL OF ALL OTHER
OBLIGATIONS.
12.17
Concerning the Collateral and the Related Loan
Documents.
Each Lender authorizes and directs the Agent to enter into the other
Loan Documents for the ratable benefit and obligation of the Agent and the
Lenders.
Each Lender agrees that any action taken by the Agent or the Required
Lenders, as applicable, in accordance with the terms of this Agreement or the
other Loan Documents, and the exercise by the Agent or the Required Lenders, as
applicable, of their respective powers set forth therein or herein, together
with such other powers that are reasonably incidental thereto, shall be binding
upon all of the Lenders.
The Lenders acknowledge that the Revolving Loans,
Agent Advances, Non-Ratable Loans, Hedge Agreements, Bank Products and all
interest, fees and expenses hereunder constitute one Debt, secured pari passu by
all of the Collateral.
Each Lender hereby irrevocably authorizes the Agent to
enter into the 2008 Intercreditor Agreement on behalf of each such Lender.
12.18
Field Audit and Examination Reports; Disclaimer by
Lenders.
By signing this Agreement, each Lender:
(A)
IS DEEMED TO HAVE REQUESTED THAT THE AGENT
FURNISH SUCH LENDER, PROMPTLY AFTER IT BECOMES AVAILABLE, A COPY OF EACH FIELD
AUDIT OR EXAMINATION REPORT (EACH A "REPORT" AND COLLECTIVELY, "REPORTS")
PREPARED BY OR ON BEHALF OF THE AGENT;
(B)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT
NEITHER THE BANK NOR THE AGENT (I) MAKES ANY REPRESENTATION OR WARRANTY AS TO
THE ACCURACY OF ANY REPORT, OR (II) SHALL BE LIABLE FOR ANY INFORMATION
CONTAINED IN ANY REPORT;
(C)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE
REPORTS ARE NOT COMPREHENSIVE AUDITS OR EXAMINATIONS, THAT THE AGENT OR THE BANK
OR OTHER PARTY PERFORMING ANY AUDIT OR EXAMINATION WILL INSPECT ONLY SPECIFIC
INFORMATION REGARDING THE BORROWERS AND WILL RELY SIGNIFICANTLY UPON THE
BORROWERS' BOOKS AND RECORDS, AS WELL AS ON REPRESENTATIONS OF THE BORROWERS'
PERSONNEL;
98
(D)
AGREES TO KEEP ALL REPORTS CONFIDENTIAL AND
STRICTLY FOR ITS INTERNAL USE, AND NOT TO DISTRIBUTE EXCEPT TO ITS PARTICIPANTS,
OR USE ANY REPORT IN ANY OTHER MANNER IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 13.17; AND
(E)
WITHOUT LIMITING THE GENERALITY OF ANY
OTHER INDEMNIFICATION PROVISION CONTAINED IN THIS AGREEMENT, AGREES:
(I) TO
HOLD THE AGENT AND ANY SUCH 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 ANY
BORROWER, OR