NEITHER THE ADMINISTRATIVE AGENT NOR ANY OTHER
REPRESENTATIVE SHALL HAVE ANY DUTY OR RESPONSIBILITY, EITHER INITIALLY OR ON A
CONTINUING BASIS, TO PROVIDE ANY LENDER OR THE HOLDER OF ANY TERM LOAN NOTE WITH
ANY CREDIT OR OTHER INFORMATION WITH RESPECT THERETO, WHETHER COMING INTO ITS
POSSESSION BEFORE THE MAKING OF THE TERM LOANS OR AT ANY TIME OR TIMES
THEREAFTER.
EACH LENDER REPRESENTS TO EACH OTHER PARTY HERETO THAT IT IS A
BANK, SAVINGS AND LOAN ASSOCIATION OR OTHER SIMILAR SAVINGS INSTITUTION,
INSURANCE COMPANY, INVESTMENT FUND OR COMPANY OR OTHER FINANCIAL INSTITUTION
WHICH MAKES OR ACQUIRES COMMERCIAL LOANS IN THE ORDINARY COURSE OF ITS BUSINESS,
THAT IT IS PARTICIPATING HEREUNDER AS A LENDER FOR SUCH COMMERCIAL PURPOSES, AND
THAT IT HAS THE KNOWLEDGE AND EXPERIENCE TO BE AND IS CAPABLE OF EVALUATING THE
MERITS AND RISKS OF BEING A LENDER HEREUNDER.
EACH LENDER ACKNOWLEDGES AND
AGREES TO COMPLY WITH THE PROVISIONS OF SUBSECTION 10.6 APPLICABLE TO THE
LENDERS HEREUNDER.
9.7
INDEMNIFICATION.
(A)
THE LENDERS AGREE TO INDEMNIFY EACH AGENT
(OR ANY AFFILIATE THEREOF) AND THE LC FACILITY ISSUING BANK (TO THE EXTENT NOT
REIMBURSED BY THE BORROWER OR ANY OTHER LOAN PARTY AND WITHOUT LIMITING THE
OBLIGATION OF THE BORROWER TO DO SO), RATABLY ACCORDING TO THEIR RESPECTIVE TERM
LOAN PERCENTAGES OR LC FACILITY PERCENTAGES, AS THE CASE MAY BE, IN EFFECT ON
THE DATE ON WHICH INDEMNIFICATION IS SOUGHT UNDER THIS SUBSECTION (OR, IF
INDEMNIFICATION IS SOUGHT AFTER THE DATE UPON WHICH THE DELAYED DRAW TERM LOAN
COMMITMENTS SHALL HAVE TERMINATED AND THE LOANS SHALL HAVE BEEN PAID IN FULL, IN
THE CASE OF TERM LOANS, RATABLY IN ACCORDANCE WITH THEIR TERM LOAN PERCENTAGES
IMMEDIATELY PRIOR TO SUCH DATE), FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES OR DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME
(INCLUDING AT ANY TIME FOLLOWING THE PAYMENT OF THE TERM LOANS) BE IMPOSED ON,
INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT (OR ANY AFFILIATE
THEREOF) IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY OF THE
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY
ACTION TAKEN OR OMITTED BY ANY AGENT (OR ANY AFFILIATE THEREOF) UNDER OR IN
CONNECTION WITH ANY OF THE FOREGOING; PROVIDED THAT NO LENDER SHALL BE LIABLE
FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
TO THE EXTENT ARISING FROM (A) SUCH AGENT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OR (B) CLAIMS MADE OR LEGAL PROCEEDINGS COMMENCED AGAINST SUCH AGENT
BY ANY SECURITY HOLDER OR CREDITOR THEREOF ARISING OUT OF AND BASED UPON RIGHTS
AFFORDED ANY SUCH SECURITY HOLDER OR CREDITOR SOLELY IN ITS CAPACITY AS SUCH.
THE AGREEMENTS IN THIS SUBSECTION SHALL SURVIVE THE PAYMENT OF THE TERM LOANS,
LC FACILITY PARTICIPATIONS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
(B)
ANY AGENT SHALL BE FULLY JUSTIFIED IN
FAILING OR REFUSING TO TAKE ANY ACTION HEREUNDER AND UNDER ANY OTHER