TERM
LOAN LENDER OR AS ONE OF THE REQUIRED LENDERS, REQUIRED REVOLVING LENDERS OR
REQUIRED TERM LENDERS, RESPECTIVELY.
SECTION 10.7
LENDER CREDIT DECISION.
EACH LENDER AND EACH L/C ISSUER
ACKNOWLEDGES THAT IT SHALL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
ADMINISTRATIVE AGENT, ANY LENDER OR L/C ISSUER OR ANY OF THEIR RELATED PERSONS
OR UPON ANY DOCUMENT (INCLUDING THE DISCLOSURE DOCUMENTS) SOLELY OR IN PART
BECAUSE SUCH DOCUMENT WAS TRANSMITTED BY THE ADMINISTRATIVE AGENT OR ANY OF ITS
RELATED PERSONS, CONDUCT ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL
CONDITION AND AFFAIRS OF EACH LOAN PARTY AND MAKE AND CONTINUE TO MAKE ITS OWN
CREDIT DECISIONS IN CONNECTION WITH ENTERING INTO, AND TAKING OR NOT TAKING ANY
ACTION UNDER, ANY LOAN DOCUMENT OR WITH RESPECT TO ANY TRANSACTION CONTEMPLATED
IN ANY LOAN DOCUMENT, IN EACH CASE BASED ON SUCH DOCUMENTS AND INFORMATION AS IT
SHALL DEEM APPROPRIATE.
EXCEPT FOR DOCUMENTS EXPRESSLY REQUIRED BY ANY LOAN
DOCUMENT TO BE TRANSMITTED BY THE ADMINISTRATIVE AGENT TO THE LENDERS OR L/C
ISSUERS, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY OR RESPONSIBILITY TO
PROVIDE ANY LENDER OR L/C ISSUER WITH ANY CREDIT OR OTHER INFORMATION CONCERNING
THE BUSINESS, PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION OR
CREDITWORTHINESS OF ANY LOAN PARTY OR ANY AFFILIATE OF ANY LOAN PARTY THAT MAY
COME IN TO THE POSSESSION OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED
PERSONS.
SECTION 10.8
EXPENSES; INDEMNITIES.
(A)
EACH LENDER AGREES TO
REIMBURSE THE ADMINISTRATIVE AGENT AND EACH OF ITS RELATED PERSONS (TO THE
EXTENT NOT REIMBURSED BY ANY LOAN PARTY) PROMPTLY UPON DEMAND FOR SUCH LENDER'S
PRO RATA SHARE WITH RESPECT TO THE FACILITIES OF ANY COSTS AND EXPENSES
(INCLUDING FEES, CHARGES AND DISBURSEMENTS OF FINANCIAL, LEGAL AND OTHER
ADVISORS AND OTHER TAXES PAID IN THE NAME OF, OR ON BEHALF OF, ANY LOAN PARTY)
THAT MAY BE INCURRED BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS
IN CONNECTION WITH THE PREPARATION, SYNDICATION, EXECUTION, DELIVERY,
ADMINISTRATION, MODIFICATION, CONSENT, WAIVER OR ENFORCEMENT (WHETHER THROUGH
NEGOTIATIONS, THROUGH ANY WORK-OUT, BANKRUPTCY, RESTRUCTURING OR OTHER LEGAL OR
OTHER PROCEEDING OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF ITS RIGHTS OR
RESPONSIBILITIES UNDER, ANY LOAN DOCUMENT.
(B)
EACH LENDER FURTHER AGREES TO INDEMNIFY THE ADMINISTRATIVE
AGENT AND EACH OF ITS RELATED PERSONS (TO THE EXTENT NOT REIMBURSED BY ANY LOAN
PARTY), FROM AND AGAINST SUCH LENDER'S AGGREGATE PRO RATA SHARE WITH RESPECT TO
THE FACILITIES OF THE LIABILITIES (INCLUDING TAXES, INTERESTS AND PENALTIES
IMPOSED FOR NOT PROPERLY WITHHOLDING OR BACKUP WITHHOLDING ON PAYMENTS MADE TO
ON OR FOR THE ACCOUNT OF ANY LENDER) THAT MAY BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS IN ANY
MATTER RELATING TO OR ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF ANY
LOAN DOCUMENT, ANY RELATED DOCUMENT OR ANY OTHER ACT, EVENT OR TRANSACTION
RELATED, CONTEMPLATED IN OR ATTENDANT TO ANY SUCH DOCUMENT, OR, IN EACH CASE,
ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY