ATTORNEYS:
(A)
MAY TREAT ANY LENDER AS A LENDER UNTIL THE ADMINISTRATIVE AGENT
RECEIVES NOTICE OF THE ASSIGNMENT OR TRANSFER THEREOF, IN FORM SATISFACTORY TO
THE ADMINISTRATIVE AGENT, SIGNED BY THE PAYEE, AND MAY TREAT EACH LENDER AS THE
OWNER OF THAT LENDER'S INTEREST IN THE OBLIGATIONS FOR ALL PURPOSES OF THIS
AGREEMENT UNTIL THE ADMINISTRATIVE AGENT RECEIVES NOTICE OF THE ASSIGNMENT OR
TRANSFER THEREOF, IN FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT, SIGNED BY
THAT LENDER.
(B)
MAY CONSULT WITH LEGAL COUNSEL (INCLUDING IN-HOUSE LEGAL COUNSEL),
ACCOUNTANTS (INCLUDING IN-HOUSE ACCOUNTANTS) AND OTHER PROFESSIONALS OR EXPERTS
SELECTED BY IT, OR WITH LEGAL COUNSEL, ACCOUNTANTS OR OTHER PROFESSIONALS OR
EXPERTS FOR THE CREDIT PARTIES AND/OR THEIR SUBSIDIARIES OR THE LENDERS, AND
SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY IT IN GOOD FAITH IN
ACCORDANCE WITH ANY ADVICE OF SUCH LEGAL COUNSEL, ACCOUNTANTS OR OTHER
PROFESSIONALS OR EXPERTS.
(C)
SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY STATEMENT, WARRANTY
OR REPRESENTATION MADE IN ANY OF THE LOAN DOCUMENTS OR IN ANY NOTICE,
CERTIFICATE, REPORT, REQUEST OR OTHER STATEMENT (WRITTEN OR ORAL) GIVEN OR MADE
IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS.
(D)
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE LOAN DOCUMENTS,
SHALL HAVE NO DUTY TO ASK OR INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE BY THE
COMPANY OR ITS SUBSIDIARIES OF ANY OF THE TERMS, CONDITIONS OR COVENANTS OF ANY
OF THE LOAN DOCUMENTS OR TO INSPECT THE PROPERTY, BOOKS OR RECORDS OF THE
COMPANY OR ITS SUBSIDIARIES.
71
(E)
WILL NOT BE RESPONSIBLE TO ANY LENDER FOR THE DUE EXECUTION,
LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS, EFFECTIVENESS, SUFFICIENCY OR
VALUE OF ANY LOAN DOCUMENT, ANY OTHER INSTRUMENT OR WRITING FURNISHED PURSUANT
THERETO OR IN CONNECTION THEREWITH.
(F)
WILL NOT INCUR ANY LIABILITY BY ACTING OR NOT ACTING IN RELIANCE
UPON ANY LOAN DOCUMENT, NOTICE, CONSENT, CERTIFICATE, STATEMENT, REQUEST OR
OTHER INSTRUMENT OR WRITING BELIEVED BY IT TO BE GENUINE AND SIGNED OR SENT BY
THE PROPER PARTY OR PARTIES.
(G)
WILL NOT INCUR ANY LIABILITY FOR ANY ARITHMETICAL ERROR IN
COMPUTING ANY AMOUNT PAID OR PAYABLE BY ANY CREDIT PARTY OR ANY SUBSIDIARY OR
AFFILIATE THEREOF OR PAID OR PAYABLE TO OR RECEIVED OR RECEIVABLE FROM ANY
LENDER UNDER ANY LOAN DOCUMENT, INCLUDING, WITHOUT LIMITATION, PRINCIPAL,
INTEREST, FACILITY FEES, LOANS AND OTHER AMOUNTS; PROVIDED THAT, PROMPTLY UPON
DISCOVERY OF SUCH AN ERROR IN COMPUTATION, THE ADMINISTRATIVE AGENT, THE LENDERS
AND (TO THE EXTENT APPLICABLE) SUCH CREDIT PARTY AND/OR ITS SUBSIDIARIES OR
AFFILIATES SHALL MAKE SUCH ADJUSTMENTS AS ARE NECESSARY TO CORRECT SUCH ERROR
AND TO RESTORE THE PARTIES TO THE POSITION THAT THEY WOULD HAVE OCCUPIED HAD THE
ERROR NOT OCCURRED.
SECTION 9.06.
INDEMNIFICATION.
EACH LENDER SHALL, RATABLY IN ACCORDANCE WITH
ITS PRO RATA SHARE (IF THE COMMITMENTS ARE THEN IN EFFECT) OR IN ACCORDANCE WITH
ITS PROPORTION OF THE AGGREGATE OUTSTANDING LOANS (IF THE COMMITMENTS HAVE THEN
BEEN TERMINATED), INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND ITS
AFFILIATES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES