ARRANGER, ANY
LC ISSUER, ANY LENDER OR ANY AFFILIATE IS A PARTY THERETO, AND ALL OUTSIDE
ATTORNEYS' AND PARALEGALS' FEES AND EXPENSES OF OUTSIDE ATTORNEYS AND PARALEGALS
OF THE PARTY SEEKING INDEMNIFICATION), BUT EXCLUDING ANY LOSSES, CLAIMS,
DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES WITH RESPECT TO TAXES
AND AMOUNTS RELATED THERETO (PAYMENT WITH RESPECT TO WHICH SHALL BE GOVERNED
SOLELY AND EXCLUSIVELY BY SECTION 3.5), WHICH ANY OF THEM MAY PAY OR INCUR
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE DIRECT OR INDIRECT APPLICATION OR
PROPOSED APPLICATION OF THE PROCEEDS OF ANY CREDIT EXTENSION HEREUNDER EXCEPT TO
THE EXTENT THAT THEY HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OR SOLELY BY REASON OF THE BREACH OF THE EXPRESS TERMS OF THIS
AGREEMENT OF THE PARTY SEEKING INDEMNIFICATION.
THE OBLIGATIONS OF THE BORROWER
UNDER THIS SECTION 9.6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
9.7.
NUMBERS OF DOCUMENTS.
ALL STATEMENTS, NOTICES, CLOSING DOCUMENTS,
AND REQUESTS HEREUNDER SHALL BE FURNISHED TO THE AGENT WITH SUFFICIENT
COUNTERPARTS SO THAT THE AGENT MAY FURNISH ONE TO EACH OF THE LENDERS, TO THE
EXTENT THAT THE AGENT DEEMS NECESSARY.
9.8.
ACCOUNTING.
EXCEPT AS PROVIDED TO THE CONTRARY HEREIN, ALL
ACCOUNTING TERMS USED IN THE CALCULATION OF ANY FINANCIAL COVENANT OR TEST SHALL
BE INTERPRETED AND ALL ACCOUNTING DETERMINATIONS HEREUNDER IN THE CALCULATION OF
ANY FINANCIAL COVENANT OR TEST SHALL BE MADE IN ACCORDANCE WITH AGREEMENT
ACCOUNTING PRINCIPLES.
9.9.
SEVERABILITY OF PROVISIONS.
ANY PROVISION IN ANY LOAN DOCUMENT
THAT IS HELD TO BE INOPERATIVE, UNENFORCEABLE, OR INVALID IN ANY JURISDICTION
SHALL, AS TO THAT JURISDICTION, BE INOPERATIVE, UNENFORCEABLE, OR INVALID
WITHOUT AFFECTING THE REMAINING PROVISIONS IN THAT
72
JURISDICTION OR THE OPERATION, ENFORCEABILITY, OR VALIDITY OF THAT PROVISION IN
ANY OTHER JURISDICTION, AND TO THIS END THE PROVISIONS OF ALL LOAN DOCUMENTS ARE
DECLARED TO BE SEVERABLE.
9.10.
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN THE BORROWER ON
THE ONE HAND AND THE LENDERS, THE LC ISSUERS AND THE AGENT ON THE OTHER HAND
SHALL BE SOLELY THAT OF BORROWER AND LENDER.
NEITHER THE AGENT (EXCEPT TO THE
LIMITED EXTENT AS PROVIDED BY SECTION 12.3.4 RELATING TO MAINTAINING THE
REGISTER), THE ARRANGER, THE LC ISSUERS NOR ANY LENDER SHALL HAVE ANY FIDUCIARY
RESPONSIBILITIES TO THE BORROWER OR ANY OTHER CREDIT PARTY.
NEITHER THE AGENT,
THE ARRANGER, THE LC ISSUERS NOR ANY LENDER UNDERTAKES ANY RESPONSIBILITY TO THE
BORROWER OR ANY OTHER CREDIT PARTY TO REVIEW OR INFORM ANY CREDIT PARTY OF ANY
MATTER IN CONNECTION WITH ANY PHASE OF ANY CREDIT PARTY'S BUSINESS OR
OPERATIONS.
EACH OF THE PARENT AND THE BORROWER AGREES THAT NEITHER THE AGENT,
THE ARRANGER, THE LC ISSUERS NOR ANY LENDER SHALL HAVE LIABILITY TO THE PARENT
OR THE BORROWER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES
SUFFERED BY THE PARENT OR THE BORROWER IN CONNECTION WITH, ARISING OUT OF, OR IN
ANY WAY RELATED TO, THE TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP
ESTABLISHED BY THE LOAN DOCUMENTS,