OF ANOTHER LENDER, THE BORROWER AGREES, AND
THE RELEVANT CREDIT PARTY (IF OTHER THAN THE BORROWER) SHALL AGREE, TO INDEMNIFY
AND HOLD THE ADMINISTRATIVE AGENT, BOFA AND THE OTHER LENDERS HARMLESS FROM ANY
AND ALL COSTS AND OBLIGATIONS NOW OR HEREAFTER INCURRED BY ANY OF THE LENDERS OR
AGENTS WHICH ARISE FROM ANY INDEMNITY GIVEN BY BOFA OR ANOTHER LENDER TO ITS
AFFILIATES RELATED TO SUCH BANK PRODUCTS; PROVIDED, HOWEVER, NOTHING CONTAINED
HEREIN IS INTENDED TO LIMIT ANY CREDIT PARTY'S RIGHTS, WITH RESPECT TO BOFA,
ANOTHER LENDER OR THEIR RESPECTIVE AFFILIATES, IF ANY, THAT ARISE AS A RESULT OF
THE EXECUTION OF DOCUMENTS BY AND BETWEEN SUCH CREDIT PARTY AND BOFA, ANOTHER
LENDER OR THEIR RESPECTIVE AFFILIATES THAT RELATE TO BANK PRODUCTS.
THE
AGREEMENT CONTAINED IN THIS SECTION 2.11 SHALL SURVIVE TERMINATION OF THIS
CREDIT AGREEMENT.
THE BORROWER ACKNOWLEDGES AND AGREES THAT THE OBTAINING OF
BANK PRODUCTS FROM BOFA, ANOTHER LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES
(A) IS IN THE SOLE AND ABSOLUTE DISCRETION OF BOFA, SUCH OTHER LENDER OR THE
APPLICABLE AFFILIATE, AS THE CASE MAY BE, AND (B) IS SUBJECT TO ALL RULES AND
REGULATIONS OF BOFA, SUCH OTHER LENDER OR SUCH AFFILIATE.
2.12
Assignment and Assumption on Effective Date.
(a)
Effective upon
the effectiveness of the amendment and restatement of the Existing Credit
Agreement as contemplated hereby (but prior to the making of any financial
accommodations on the Initial Borrowing Date other than those deemed made
pursuant to Section 2.1(a) and the last sentence of Section 2.1(c) (the time of
such effectiveness under this Section 2.12(a), the "Assignment Effective Time"),
each of BofA and DBTCA (each an "Assignor") hereby sells, transfers and assigns
to each of the other Lenders party to this Credit Agreement on the Initial
Borrowing Date
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(each an "Assignee"), and each Assignee hereby purchases, assumes and undertakes
from each Assignor, without recourse and without representation or warranty
(except as provided in this Section 2.12), (1) such Assignee's Revolver
Percentage (as defined below) of (A) the revolving credit commitment of such
Assignor under the Existing Credit Agreement immediately after giving effect to
the transactions contemplated by the Bank Assignment Agreement, each of the
Revolving Loans of such Assignor, the obligations of such Assignor relating to
Letters of Credit (including, without limitation, any obligation to participate
in Letters of Credit) with respect to such revolving credit commitment of such
Assignor and all other obligations of such Assignor as a Revolving Credit Lender
with respect to such revolving credit commitment of such Assignor, in each
instance, under this Credit Agreement as in effect immediately prior to the
assignments and assumptions contemplated by this Section 2.12 and (B) all
related rights, benefits, obligations, liabilities and indemnities of such
Assignor under and in connection with this Credit Agreement as in effect
immediately prior to the assignments and assumptions contemplated by this
Section 2.12 (for each Assignor, the foregoing with respect to all Assignees
collectively, its "Assigned Revolver Interest" and collectively for both
Assignors, the "Assigned Revolver