PROCEEDINGS SHALL BE (I) TAKEN IN CONCERT AND
(II) AT THE DIRECTION OF OR WITH THE CONSENT OF AGENT OR REQUISITE LENDERS.
AGENT IS AUTHORIZED TO ISSUE ALL NOTICES TO BE ISSUED BY OR ON BEHALF OF LENDERS
WITH RESPECT TO ANY SUBORDINATED DEBT, THE 2002 SENIOR DEBT, THE 2003 SENIOR
SECURED DEBT OR THE MEZZANINE DEBT.
WITH RESPECT TO ANY ACTION BY AGENT TO
ENFORCE THE RIGHTS AND REMEDIES OF AGENT AND THE LENDERS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, EACH LENDER HEREBY CONSENTS TO THE JURISDICTION OF
THE COURT IN WHICH SUCH ACTION IS MAINTAINED, AND AGREES TO DELIVER ITS NOTES TO
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AGENT TO THE EXTENT NECESSARY TO ENFORCE THE RIGHTS AND REMEDIES OF AGENT FOR
THE BENEFIT OF THE LENDERS UNDER THE MORTGAGES IN ACCORDANCE WITH THE PROVISIONS
HEREOF.
(L)
AGENT REPORTS.
EACH LENDER MAY FROM TIME TO TIME RECEIVE ONE OR
MORE REPORTS OR OTHER INFORMATION (EACH, A "REPORT") PREPARED BY OR ON BEHALF OF
AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES).
WITH RESPECT TO EACH REPORT, EACH
LENDER HEREBY AGREES THAT:
(I)
AGENT (AND AGENT'S AFFILIATES) SHALL HAVE NO DUTIES OR
OBLIGATIONS IN CONNECTION WITH OR AS A RESULT OF A LENDER RECEIVING A COPY OF A
REPORT, WHICH WILL BE PROVIDED SOLELY AS A COURTESY, WITHOUT CONSIDERATION.
EACH LENDER WILL PERFORM ITS OWN DILIGENCE AND WILL MAKE ITS OWN INDEPENDENT
INVESTIGATION OF THE OPERATIONS, FINANCIAL CONDITIONS AND AFFAIRS OF THE CREDIT
PARTIES AND WILL NOT RELY ON ANY REPORT OR MAKE ANY CLAIM THAT IT HAS DONE SO.
IN ADDITION, EACH LENDER RELEASES, AND AGREES THAT IT WILL NOT ASSERT, ANY CLAIM
AGAINST AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES) THAT IN ANY WAY RELATES TO
ANY REPORT OR ARISES OUT OF A LENDER HAVING ACCESS TO ANY REPORT OR ANY
DISCUSSION OF ITS CONTENTS, AND EACH LENDER AGREES TO INDEMNIFY AND HOLD
HARMLESS AGENT (AND AGENT'S AFFILIATES) AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS FROM ALL CLAIMS, LIABILITIES AND
EXPENSES RELATING TO A BREACH BY A LENDER OR ANY OF ITS PERSONNEL OF THIS
SECTION OR OTHERWISE ARISING OUT OF A LENDER'S ACCESS TO ANY REPORT OR ANY
DISCUSSION OF ITS CONTENTS;
(II)
EACH REPORT MAY NOT BE COMPLETE AND CERTAIN INFORMATION AND
FINDINGS OBTAINED BY AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES) REGARDING THE
OPERATIONS AND CONDITION OF THE CREDIT PARTIES MAY NOT BE REFLECTED IN EACH
REPORT.
AGENT (AND AGENT'S AFFILIATES) MAKES NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND WITH RESPECT TO (I) ANY EXISTING OR PROPOSED FINANCING; (II) THE
ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY REPORT OR IN ANY
OTHER RELATED DOCUMENTATION; (III) THE SCOPE OR ADEQUACY OF AGENT'S (AND AGENT'S
AFFILIATES') DUE DILIGENCE, OR THE PRESENCE OR ABSENCE OF ANY ERRORS OR
OMISSIONS CONTAINED IN ANY REPORT OR IN ANY OTHER RELATED DOCUMENTATION; AND
(IV) ANY WORK PERFORMED BY AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES) IN
CONNECTION WITH OR USING ANY REPORT OR ANY RELATED