OR HEREIN, TOGETHER WITH SUCH OTHER POWERS THAT ARE
REASONABLY INCIDENTAL THERETO, SHALL BE BINDING UPON ALL OF THE LENDERS.
16.17.
FIELD AUDITS AND EXAMINATION REPORTS; CONFIDENTIALITY;
DISCLAIMERS BY LENDERS; OTHER REPORTS AND INFORMATION.
BY BECOMING A PARTY TO
THIS AGREEMENT, EACH LENDER:
(A)
IS DEEMED TO HAVE REQUESTED THAT 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 AGENT, AND AGENT SHALL SO FURNISH EACH LENDER WITH SUCH REPORTS;
(B)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT 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 OPERATIONS, ASSETS,
AND EXISTING 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) 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, PROVIDED THAT ANY SUCH ASSIGNEE OR
PARTICIPANT SHALL AGREE TO AND BECOME BOUND BY THE CONFIDENTIALITY PROVISIONS
SET FORTH IN SUBSECTION 15.9 HEREOF, (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; AND
(E)
WITHOUT LIMITING THE GENERALITY OF ANY
OTHER INDEMNIFICATION PROVISION CONTAINED IN THIS AGREEMENT, AGREES:
(I) TO
HOLD 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 BORROWER, OR
THE INDEMNIFYING LENDER'S PARTICIPATION IN, OR THE INDEMNIFYING LENDER'S
PURCHASE OF, A LOAN OR
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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.