the other Loan Documents and the Intercreditor Agreement.
Each
member of the Lender Group agrees that any action taken by Agent in accordance
with the terms of this Agreement, the other Loan Documents and the Intercreditor
Agreement relating to the Collateral and the exercise by Agent of its powers set
forth therein or herein, together with such other powers that are reasonably
incidental thereto, shall be binding upon all of the Lenders.
15.17.
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 OR AT THE
REQUEST OF 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 BORROWERS
AND WILL RELY SIGNIFICANTLY UPON THE BOOKS AND RECORDS OF BORROWERS AND THEIR
SUBSIDIARIES, AS WELL AS ON REPRESENTATIONS OF BORROWERS' PERSONNEL,
(D)
AGREES TO KEEP ALL REPORTS AND OTHER MATERIAL, NON-PUBLIC
INFORMATION REGARDING BORROWERS AND THEIR SUBSIDIARIES AND THEIR OPERATIONS,
ASSETS, AND EXISTING AND CONTEMPLATED BUSINESS PLANS AND ANY INFORMATION
RELATING TO ANY AGREEMENT WHICH ANY BORROWER OR ANY OF ITS SUBSIDIARIES IS A
PARTY (OTHER THAN THE LOAN DOCUMENTS) IN A CONFIDENTIAL MANNER IN ACCORDANCE
WITH SECTION 16.8, 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
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A REPORT HARMLESS FROM ANY ACTION THE INDEMNIFYING LENDER MAY TAKE OR FAIL TO
TAKE OR ANY 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 BORROWERS, OR THE INDEMNIFYING
LENDER'S PARTICIPATION IN, OR THE INDEMNIFYING LENDER'S PURCHASE OF, A LOAN OR
LOANS OF BORROWERS; 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 Borrowers to Agent that has not been contemporaneously
provided by