OF THE CREDIT
AGREEMENT, THE OTHER DOCUMENTS, OR THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
25.
LENDERS' ACTIONS.
THE AUTHORITY HEREIN
CONFERRED UPON THE AGENT AND THE LENDERS AND ANY ACTION TAKEN BY THE AGENT OR
ANY LENDER HEREUNDER OR UNDER THE CREDIT AGREEMENT AND ANY LOAN DOCUMENT OR ANY
DOCUMENT, AGREEMENT OR INSTRUMENT REFERRED TO HEREIN WILL BE TAKEN BY THE AGENT
AND THE LENDER FOR THE PROTECTION OF THE AGENT AND THE LENDERS ONLY, AND THE
AGENT AND THE LENDERS DO NOT ASSUME AND SHALL NOT BE DEEMED TO HAVE ASSUMED ANY
RESPONSIBILITY TO THE BORROWERS OR GUARANTOR OR TO ANY OTHER PERSONS WITH
RESPECT TO ANY SUCH ACTION AUTHORIZED OR TAKEN BY THE AGENT OR ANY LENDER.
EXCEPT FOR THE SPECIFIC RIGHTS AND OBLIGATIONS OF THE AGENT AND THE LENDERS SET
FORTH IN THIS AGREEMENT, NO OTHER PARTY HERETO SHALL BE ENTITLED TO RELY UPON,
OR CLAIM TO HAVE RELIED UPON, ANY ACTION TAKEN OR FAILED TO HAVE BEEN TAKEN BY
THE AGENT OR ANY LENDER OR THEIR RESPECTIVE CONSULTANTS, AGENTS, EMPLOYEES OR
REPRESENTATIVES.
11
26.
AMENDMENTS. THIS AGREEMENT MAY BE AMENDED
ONLY BY A WRITTEN AGREEMENT SIGNED BY THE PARTIES.
27.
VOLUNTARY AGREEMENT.
THE BORROWERS AND
GUARANTOR REPRESENT AND WARRANT TO THE AGENT AND THE LENDERS THAT THE BORROWERS
AND GUARANTOR ARE REPRESENTED BY LEGAL COUNSEL OF THEIR CHOICE, THAT THEY HAVE
CONSULTED WITH SUCH COUNSEL REGARDING THIS AGREEMENT, THAT THEY ARE FULLY AWARE
OF THE TERMS AND PROVISIONS CONTAINED HEREIN AND OF THEIR EFFECT AND THAT THEY
HAVE VOLUNTARILY AND WITHOUT COERCION OR DURESS OF ANY KIND ENTERED INTO THIS
AGREEMENT.
28.
INDEMNIFICATION.
FROM AND AFTER THE DATE
HEREOF, THE BORROWERS AND GUARANTOR, SEVERALLY AND COLLECTIVELY, SHALL
INDEMNIFY, DEFEND AND HOLD HARMLESS THE AGENT AND EACH LENDER AND ITS RESPECTIVE
SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES,
REPRESENTATIVES, OFFICERS, ATTORNEYS AND THEIR RESPECTIVE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS (SEVERALLY AND COLLECTIVELY, THE
"INDEMNIFIED PARTIES") AGAINST AND FROM ANY AND ALL LIABILITY FOR, AND AGAINST
AND FROM ALL LOSSES OR DAMAGES INDEMNIFIED PARTIES MAY SUFFER AS A RESULT OF,
ANY CLAIM, DEMAND, COST, EXPENSE, OR JUDGMENT OF ANY TYPE, KIND, CHARACTER OR
NATURE (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS), WHICH INDEMNIFIED
PARTIES SHALL INCUR OR SUFFER AS A RESULT OF (A) ANY ACT OR OMISSION OF THE
BORROWERS OR GUARANTOR OR ANY OF THEIR AGENTS OR REPRESENTATIVES IN CONNECTION
WITH THE CREDIT AGREEMENT, THE RELATED LOAN DOCUMENTS, THE TRANSACTIONS
DESCRIBED IN THIS AGREEMENT AND/OR ANY OF THE INSTRUMENTS, AGREEMENTS AND
DOCUMENTS REFERRED TO IN THIS AGREEMENT, (B) THE BREACH OR INACCURACY OF ANY OF
THE REPRESENTATIONS OR WARRANTIES OF THE BORROWERS OR GUARANTOR, OR (C) THE
BREACH OF ANY OF THE RESPECTIVE COVENANTS SET FORTH HEREIN OF THE BORROWERS OR
GUARANTOR.
THIS INDEMNIFICATION SHALL SURVIVE EXECUTION, DELIVERY AND
SUBSEQUENT TERMINATION OF THIS AGREEMENT.
29.
INTEGRATION.
THIS AGREEMENT AND THE
INSTRUMENTS, AGREEMENTS AND DOCUMENTS REFERRED TO IN THIS AGREEMENT SHALL