TO SUCH PARTICIPANT AND SUCH PARTICIPANT
AGREES, FOR THE BENEFIT OF THE BORROWER, TO COMPLY WITH SECTION 2.16(F) AS
THOUGH IT WERE A LENDER, AND (V) THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
OTHER LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH SELLING
LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT, AND SUCH LENDER SHALL RETAIN THE SOLE RIGHT TO ENFORCE THE
OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT AND TO APPROVE ANY AMENDMENT,
MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT (OTHER THAN
AMENDMENTS, MODIFICATIONS OR WAIVERS (X) DECREASING ANY FEES PAYABLE HEREUNDER
OR THE AMOUNT OF PRINCIPAL OF, OR THE RATE AT WHICH INTEREST IS PAYABLE ON, THE
OUTSTANDING CREDITS, (Y) EXTENDING ANY PRINCIPAL PAYMENT DATE OR DATE FIXED FOR
THE PAYMENT OF INTEREST ON THE OUTSTANDING CREDITS OR (Z) EXTENDING THE
COMMITMENTS).
SUCH PARTICIPATIONS SHALL NOT CREATE ANY "SECURITY" (AS THE WORD
"SECURITY" IS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF THE
BORROWER.
(G)
ANY LENDER OR PARTICIPANT MAY, IN CONNECTION WITH ANY ASSIGNMENT
OR PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS
SECTION, DISCLOSE TO THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR
PARTICIPANT ANY INFORMATION RELATING TO THE
49
BORROWER FURNISHED TO SUCH LENDER BY OR ON BEHALF OF THE BORROWER; PROVIDED
THAT, PRIOR TO ANY SUCH DISCLOSURE, EACH SUCH ASSIGNEE OR PARTICIPANT OR
PROPOSED ASSIGNEE OR PARTICIPANT SHALL EXECUTE AN AGREEMENT WHEREBY SUCH
ASSIGNEE OR PARTICIPANT SHALL AGREE (SUBJECT TO CUSTOMARY EXCEPTIONS) TO
PRESERVE THE CONFIDENTIALITY OF ANY SUCH INFORMATION.
(H)
ANY LENDER MAY AT ANY TIME PLEDGE ALL OR ANY PORTION OF ITS RIGHTS
UNDER THIS AGREEMENT TO A FEDERAL RESERVE BANK; PROVIDED THAT NO SUCH PLEDGE
SHALL RELEASE ANY LENDER FROM ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH
BANK FOR SUCH LENDER AS A PARTY HERETO.
IN ORDER TO FACILITATE SUCH AN
ASSIGNMENT TO A FEDERAL RESERVE BANK, THE BORROWER SHALL, AT THE REQUEST OF THE
ASSIGNING LENDER, DULY EXECUTE AND DELIVER TO THE ASSIGNING LENDER A PROMISSORY
NOTE OR NOTES EVIDENCING THE ADVANCES MADE TO THE BORROWER BY THE ASSIGNING
LENDER HEREUNDER.
SECTION 8.05.
EXPENSES; INDEMNITY.
(A)
THE BORROWER AGREES TO PAY ALL REASONABLE OUT-OF-POCKET EXPENSES
INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ENTERING INTO THIS
AGREEMENT AND IN CONNECTION WITH ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE
PROVISIONS THEREOF (WHETHER OR NOT THE TRANSACTIONS HEREBY CONTEMPLATED ARE
CONSUMMATED), OR INCURRED BY THE ADMINISTRATIVE AGENT OR ANY LENDER IN
CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS IN CONNECTION WITH THIS
AGREEMENT OR IN CONNECTION WITH THE ADVANCES MADE HEREUNDER, INCLUDING THE
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE AGENT AND,
IN THE CASE OF ENFORCEMENT FOLLOWING AN EVENT OF DEFAULT, COUNSEL FOR THE
LENDERS.
(B)
THE BORROWER AGREES TO INDEMNIFY EACH LENDER AGAINST ANY LOSS,
CALCULATED IN ACCORDANCE WITH THE NEXT SENTENCE, OR REASONABLE EXPENSE THAT SUCH
LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (I) ANY FAILURE BY THE BORROWER
TO BORROW OR TO