BE ILLEGAL BY AGENT OR EXPOSES
AGENT TO ANY LIABILITY FOR WHICH IT HAS NOT RECEIVED SATISFACTORY
INDEMNIFICATION IN ACCORDANCE WITH SECTION 9.2(E).
81
(D)
RELIANCE.
AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY
PROTECTED IN RELYING, UPON ANY WRITTEN NOTICES, STATEMENTS, CERTIFICATES, ORDERS
OR OTHER DOCUMENTS OR ANY TELEPHONE MESSAGE OR OTHER COMMUNICATION (INCLUDING
ANY WRITING, TELEX, FAX OR TELEGRAM) BELIEVED BY IT IN GOOD FAITH TO BE GENUINE
AND CORRECT AND TO HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON, AND WITH
RESPECT TO ALL MATTERS PERTAINING TO THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS
AND ITS DUTIES HEREUNDER OR THEREUNDER.
AGENT SHALL BE ENTITLED TO RELY UPON
THE ADVICE OF LEGAL COUNSEL, INDEPENDENT ACCOUNTANTS, AND OTHER EXPERTS SELECTED
BY AGENT IN ITS SOLE DISCRETION.
(E)
INDEMNIFICATION.
LENDERS WILL REIMBURSE AND INDEMNIFY AGENT FOR
AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND EXPENSES), ADVANCES OR DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST AGENT IN
ITS CAPACITY AS SUCH IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR
ANY OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY AGENT IN ITS
CAPACITY AS SUCH UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, IN
PROPORTION TO EACH LENDER'S PRO RATA SHARE, BUT ONLY TO THE EXTENT THAT ANY OF
THE FOREGOING IS NOT REIMBURSED BY BORROWER; PROVIDED, HOWEVER, THAT NO LENDER
SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, ADVANCES OR
DISBURSEMENTS TO THE EXTENT RESULTING FROM AGENT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AS DETERMINED BY A FINAL NON-APPEALABLE ORDER BY A COURT OF COMPETENT
JURISDICTION.
IF ANY INDEMNITY FURNISHED TO AGENT FOR ANY PURPOSE SHALL, IN THE
OPINION OF AGENT, BE INSUFFICIENT OR BECOME IMPAIRED, AGENT MAY CALL FOR
ADDITIONAL INDEMNITY AND CEASE, OR NOT COMMENCE, TO DO THE ACTS INDEMNIFIED
AGAINST EVEN IF SO DIRECTED BY THE REQUISITE LENDERS OR SUCH OTHER PORTION OF
THE LENDERS AS SHALL BE PRESCRIBED BY THIS AGREEMENT UNTIL SUCH ADDITIONAL
INDEMNITY IS FURNISHED.
THE OBLIGATIONS OF LENDERS UNDER THIS SECTION 9.2(E)
SHALL SURVIVE THE PAYMENT IN FULL OF THE OBLIGATIONS AND THE TERMINATION OF THIS
AGREEMENT.
(F)
BDCF (OR ANY SUCCESSOR AGENT) INDIVIDUALLY.
WITH RESPECT TO ITS
TERM LOAN COMMITMENT HEREUNDER, BDCF (OR ANY SUCCESSOR AGENT) SHALL HAVE AND MAY
EXERCISE THE SAME RIGHTS AND POWERS HEREUNDER AND IS SUBJECT TO THE SAME
OBLIGATIONS AND LIABILITIES AS AND TO THE EXTENT SET FORTH HEREIN FOR ANY OTHER
LENDER.
THE TERMS "LENDERS," "REQUISITE LENDERS," OR ANY SIMILAR TERMS SHALL,
UNLESS THE CONTEXT CLEARLY OTHERWISE INDICATES, INCLUDE BDCF (OR ANY SUCCESSOR
AGENT) IN ITS INDIVIDUAL CAPACITY AS A LENDER OR ONE OF THE REQUISITE LENDERS.
BDCF (OR ANY SUCCESSOR AGENT), EITHER DIRECTLY OR THROUGH STRATEGIC
AFFILIATIONS, MAY LEND MONEY TO, ACQUIRE EQUITY OR OTHER OWNERSHIP INTERESTS IN,
PROVIDE ADVISORY