(INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION
THEREFOR WHETHER OR NOT THE AGENT, THE ARRANGER, ANY LENDER OR LC ISSUER OR ANY
AFFILIATE IS A PARTY THERETO) WHICH ANY OF THEM MAY PAY OR INCUR ARISING OUT OF
OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE DIRECT OR INDIRECT APPLICATION OR PROPOSED
APPLICATION OF THE PROCEEDS OF ANY CREDIT EXTENSION HEREUNDER EXCEPT TO THE
EXTENT THAT THEY ARE DETERMINED IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF, OR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT BY, THE PARTY
SEEKING INDEMNIFICATION.
THE OBLIGATIONS OF THE BORROWER UNDER THIS SECTION 9.6
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
9.7
NUMBERS OF DOCUMENTS.
ALL STATEMENTS, NOTICES, CLOSING DOCUMENTS,
AND REQUESTS HEREUNDER SHALL BE FURNISHED TO THE AGENT WITH SUFFICIENT
COUNTERPARTS SO THAT THE AGENT MAY
66
FURNISH ONE TO EACH OF THE LENDERS, AND THE AGENT SHALL PROMPTLY FURNISH THE
SAME TO EACH OF THE LENDERS.
9.8
ACCOUNTING.
EXCEPT AS PROVIDED TO THE CONTRARY HEREIN, ALL
ACCOUNTING TERMS USED HEREIN SHALL BE INTERPRETED AND ALL ACCOUNTING
DETERMINATIONS HEREUNDER SHALL BE MADE IN ACCORDANCE WITH GAAP IN A MANNER
CONSISTENT WITH THAT USED IN PREPARING THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 5.4, PROVIDED, THAT, FOR PURPOSES OF DETERMINING COMPLIANCE WITH THE
FINANCIAL COVENANTS CONTAINED IN ARTICLE VI, THE APPLICATION OF FINANCIAL
ACCOUNTING STANDARDS BOARD INTERPRETATION NO. 46 SHALL BE DISREGARDED WITH
RESPECT TO FINANCIAL CONSOLIDATION OF ANY PERSON THAT IS NOT A SUBSIDIARY.
IF
AT ANY TIME ANY CHANGE IN GAAP WOULD AFFECT THE COMPUTATION OF ANY FINANCIAL
RATIO OR REQUIREMENT SET FORTH IN ANY LOAN DOCUMENT, AND THE BORROWER, THE AGENT
OR THE REQUIRED LENDERS SHALL SO REQUEST, THE AGENT, THE LENDERS AND THE
BORROWER SHALL NEGOTIATE IN GOOD FAITH TO AMEND SUCH RATIO OR REQUIREMENT TO
PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF SUCH CHANGE IN GAAP (SUBJECT TO
THE APPROVAL OF THE REQUIRED LENDERS), PROVIDED THAT, UNTIL SO AMENDED, SUCH
RATIO OR REQUIREMENT SHALL CONTINUE TO BE COMPUTED IN ACCORDANCE WITH GAAP PRIOR
TO SUCH CHANGE THEREIN AND THE BORROWER SHALL PROVIDE TO THE AGENT AND THE
LENDERS RECONCILIATION STATEMENTS SHOWING THE DIFFERENCE IN SUCH CALCULATION,
TOGETHER WITH THE DELIVERY OF QUARTERLY AND ANNUAL FINANCIAL STATEMENTS REQUIRED
HEREUNDER.
9.9
SEVERABILITY OF PROVISIONS.
ANY PROVISION IN ANY LOAN DOCUMENT
THAT IS HELD TO BE INOPERATIVE, UNENFORCEABLE, OR INVALID IN ANY JURISDICTION
SHALL, AS TO THAT JURISDICTION, BE INOPERATIVE, UNENFORCEABLE, OR INVALID
WITHOUT AFFECTING THE REMAINING PROVISIONS IN THAT JURISDICTION OR THE
OPERATION, ENFORCEABILITY, OR VALIDITY OF THAT PROVISION IN ANY OTHER
JURISDICTION, AND TO THIS END THE PROVISIONS OF ALL LOAN DOCUMENTS ARE DECLARED
TO BE SEVERABLE.
9.10
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN THE BORROWER ON
THE ONE HAND AND THE LENDERS, THE LC ISSUERS AND THE AGENT ON THE OTHER HAND
SHALL BE SOLELY THAT OF BORROWER AND LENDER.
NEITHER THE AGENT, THE ARRANGER
NOR