FINANCIAL
STATEMENTS AND OTHER
86
DOCUMENTS REFERRED TO IN SECTION 7.2, ON THE OTHER REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN AND ON SUCH OTHER INFORMATION WITH RESPECT TO THE
COMPANY AND ITS SUBSIDIARIES AS SUCH LENDER DEEMED APPROPRIATE, MADE SUCH
LENDER'S OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT AND TO
MAKE THE EXTENSIONS OF CREDIT PROVIDED FOR HEREUNDER.
EACH LENDER REPRESENTS TO
THE AGENT THAT SUCH LENDER WILL CONTINUE TO MAKE ITS OWN INDEPENDENT CREDIT AND
OTHER DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT.
EACH LENDER EXPRESSLY ACKNOWLEDGES THAT NEITHER THE AGENT NOR
ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR
AFFILIATES HAS MADE ANY REPRESENTATIONS OR WARRANTIES TO SUCH LENDER, AND NO ACT
BY THE AGENT TAKEN UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, INCLUDING
ANY REVIEW OF THE AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES, SHALL BE DEEMED
TO CONSTITUTE ANY REPRESENTATION OR WARRANTY BY THE AGENT.
EXCEPT FOR NOTICES,
REPORTS AND OTHER DOCUMENTS EXPRESSLY REQUIRED TO BE FURNISHED TO EACH LENDER BY
THE AGENT UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, THE AGENT SHALL NOT
HAVE ANY DUTY OR RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER
INFORMATION CONCERNING THE BUSINESS, OPERATIONS, PROPERTY, CONDITION, FINANCIAL
OR OTHERWISE, OR CREDITWORTHINESS OF THE COMPANY OR ANY SUBSIDIARY WHICH MAY
COME INTO THE POSSESSION OF THE AGENT OR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES.
10.10.
INDEMNIFICATION.
THE LENDERS SHALL SEVERALLY INDEMNIFY THE AGENT AND
ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS, CONSULTANTS
AND CONTROLLING PERSONS (TO THE EXTENT NOT REIMBURSED BY THE OBLIGORS AND
WITHOUT LIMITING THE OBLIGATION OF ANY OF THE OBLIGORS TO DO SO), PRO RATA IN
ACCORDANCE WITH THEIR RESPECTIVE PERCENTAGE INTERESTS, FROM AND AGAINST ANY AND
ALL LIABILITIES, OBLIGATIONS, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
LOSSES, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY
TIME BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT OR SUCH PERSONS
RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, ANY
WARRANT DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY ACTION
TAKEN OR OMITTED BY THE AGENT IN CONNECTION WITH ANY OF THE FOREGOING; PROVIDED,
HOWEVER, THAT THE FOREGOING SHALL NOT EXTEND TO ACTIONS OR OMISSIONS WHICH ARE
DETERMINED IN A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE TAKEN BY THE AGENT WITH GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
10.11.
ASSUMPTION OF AGENT'S RIGHTS.
NOTWITHSTANDING ANYTHING HEREIN OR IN ANY
OTHER CREDIT DOCUMENT TO THE CONTRARY, IF AT ANY TIME NO PERSON CONSTITUTES THE
AGENT HEREUNDER OR THE AGENT FAILS TO ACT UPON WRITTEN DIRECTIONS FROM THE
REQUIRED LENDERS, THE REQUIRED LENDERS SHALL BE ENTITLED TO EXERCISE ANY POWER,
RIGHT OR PRIVILEGE GRANTED TO THE AGENT UNDER ANY CREDIT DOCUMENT AND IN SO
ACTING SUCH LENDERS SHALL HAVE THE SAME RIGHTS, PRIVILEGES, INDEMNITIES AND
PROTECTIONS PROVIDED TO THE AGENT UNDER THE CREDIT DOCUMENTS.
11.
SUCCESSORS AND ASSIGNS; LENDER ASSIGNMENTS