EXTEND CREDIT TO BORROWER.
EACH LENDER ALSO
REPRESENTS THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY
AGENT-RELATED PERSON AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL
DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT ANALYSIS,
APPRAISALS AND DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, AND TO MAKE SUCH INVESTIGATIONS AS IT DEEMS NECESSARY
TO INFORM ITSELF AS TO THE BUSINESS, PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL
AND OTHER CONDITION AND
54
CREDITWORTHINESS OF BORROWER AND ANY OTHER PERSON PARTY TO A LOAN DOCUMENT.
EXCEPT FOR NOTICES, REPORTS, AND OTHER DOCUMENTS EXPRESSLY HEREIN REQUIRED TO BE
FURNISHED TO THE LENDERS BY AGENT, AGENT SHALL NOT HAVE ANY DUTY OR
RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION
CONCERNING THE BUSINESS, PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER
CONDITION OR CREDITWORTHINESS OF BORROWER AND ANY OTHER PERSON PARTY TO A LOAN
DOCUMENT THAT MAY COME INTO THE POSSESSION OF ANY OF THE AGENT-RELATED PERSONS.
16.7.
COSTS AND EXPENSES; INDEMNIFICATION.
AGENT MAY
INCUR AND PAY LENDER EXPENSES TO THE EXTENT AGENT REASONABLY DEEMS NECESSARY OR
APPROPRIATE FOR THE PERFORMANCE AND FULFILLMENT OF ITS FUNCTIONS, POWERS, AND
OBLIGATIONS PURSUANT TO THE LOAN DOCUMENTS, INCLUDING COURT COSTS, REASONABLE
ATTORNEYS FEES AND EXPENSES, COSTS OF COLLECTION BY OUTSIDE COLLECTION AGENCIES
AND AUCTIONEER FEES AND COSTS OF SECURITY GUARDS OR INSURANCE PREMIUMS PAID TO
MAINTAIN ANY COLLATERAL, WHETHER OR NOT BORROWER IS OBLIGATED TO REIMBURSE AGENT
OR LENDERS FOR SUCH EXPENSES PURSUANT TO THE LOAN AGREEMENT OR OTHERWISE.
AGENT
IS AUTHORIZED AND DIRECTED TO DEDUCT AND RETAIN SUFFICIENT AMOUNTS FROM
COLLECTIONS OF ACCOUNTS RECEIVED BY AGENT TO REIMBURSE AGENT FOR SUCH
OUT-OF-POCKET COSTS AND EXPENSES PRIOR TO THE DISTRIBUTION OF ANY AMOUNTS TO
LENDERS.
IN THE EVENT AGENT IS NOT REIMBURSED FOR SUCH COSTS AND EXPENSES FROM
COLLECTIONS OF ACCOUNTS RECEIVED BY AGENT, EACH LENDER HEREBY AGREES THAT IT IS
AND SHALL BE OBLIGATED TO PAY TO OR REIMBURSE AGENT FOR THE AMOUNT OF SUCH
LENDER'S PRO RATA SHARE (BASED UPON TOTAL COMMITMENTS) THEREOF.
WHETHER OR NOT
THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL
INDEMNIFY UPON DEMAND THE AGENT-RELATED PERSONS (TO THE EXTENT NOT REIMBURSED BY
OR ON BEHALF OF BORROWER AND WITHOUT LIMITING THE OBLIGATION OF BORROWER TO DO
SO), ACCORDING TO THEIR PRO RATA SHARES (BASED UPON TOTAL COMMITMENTS), FROM AND
AGAINST ANY AND ALL INDEMNIFIED LIABILITIES; PROVIDED, HOWEVER, THAT NO LENDER
SHALL BE LIABLE FOR THE PAYMENT TO ANY AGENT-RELATED PERSON OF ANY PORTION OF
SUCH INDEMNIFIED LIABILITIES RESULTING SOLELY FROM SUCH PERSON'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT NOR SHALL ANY LENDER BE LIABLE FOR THE
OBLIGATIONS OF ANY DEFAULTING LENDER IN FAILING TO MAKE A LOAN OR OTHER
EXTENSION OF CREDIT HEREUNDER.
WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER
SHALL REIMBURSE AGENT UPON DEMAND FOR SUCH LENDER'S RATABLE SHARE (BASED UPON
TOTAL COMMITMENTS) OF ANY COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEYS
FEES AND EXPENSES) INCURRED BY AGENT IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION,