THE BORROWER ALSO
AGREES TO REIMBURSE THE AGENT, THE ARRANGER AND THE LENDERS FOR ANY COSTS,
INTERNAL CHARGES AND OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES AND TIME CHARGES OF ATTORNEYS FOR THE AGENT, THE ARRANGER AND THE LENDERS),
PAID OR INCURRED BY THE AGENT, THE ARRANGER OR ANY LENDER IN CONNECTION WITH THE
INVESTIGATION, COLLECTION AND ENFORCEMENT OF THE FACILITY DOCUMENTS.
(B)
THE BORROWER HEREBY FURTHER AGREES TO INDEMNIFY THE AGENT, THE
ARRANGER, EACH LENDER, EACH AFFILIATE OF A LENDER, AND THE DIRECTORS, OFFICERS,
PARTNERS AND EMPLOYEES OF ANY OF THE FOREGOING AGAINST ALL LOSSES, CLAIMS,
DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT
THE AGENT, THE ARRANGER OR ANY LENDER IS A PARTY THERETO) WHICH ANY OF THEM MAY
PAY OR INCUR ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER FACILITY
DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE DIRECT OR INDIRECT
APPLICATION OR PROPOSED APPLICATION OF THE PROCEEDS OF ANY REVOLVING CREDIT LOAN
HEREUNDER EXCEPT TO THE EXTENT THAT THEY HAVE RESULTED FROM THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF THE PARTY SEEKING INDEMNIFICATION.
THE OBLIGATIONS OF
THE BORROWER UNDER THIS SECTION 10.7 SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
10.8
ACCOUNTING.
EXCEPT AS PROVIDED TO THE CONTRARY HEREIN, ALL ACCOUNTING
TERMS USED HEREIN SHALL BE INTERPRETED AND ALL ACCOUNTING DETERMINATIONS
HEREUNDER SHALL BE MADE IN ACCORDANCE WITH AGREEMENT ACCOUNTING PRINCIPLES.
IN
THE EVENT THE PAGES, COLUMNS, LINES OR SECTIONS OF THE ANNUAL STATEMENT
REFERENCED HEREIN ARE CHANGED OR RENUMBERED, ALL SUCH REFERENCES SHALL BE DEEMED
REFERENCES TO SUCH PAGE, COLUMN, LINE OR SECTION AS SO RENUMBERED OR CHANGED.
10.9
SEVERABILITY OF PROVISIONS.
ANY PROVISION IN ANY FACILITY 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 JURISDICTION OR THE OPERATION,
ENFORCEABILITY, OR VALIDITY OF THAT PROVISION IN ANY OTHER JURISDICTION, AND TO
THIS END THE PROVISIONS OF ALL FACILITY DOCUMENTS ARE DECLARED TO BE SEVERABLE.
10.10
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN THE BORROWER ON THE
ONE HAND AND THE LENDERS AND THE AGENT ON THE OTHER HAND SHALL BE SOLELY THAT OF
BORROWER AND LENDER.
NEITHER THE AGENT, THE ARRANGER NOR ANY LENDER SHALL HAVE
ANY FIDUCIARY RESPONSIBILITIES TO THE BORROWER.
NEITHER THE AGENT, THE ARRANGER
NOR ANY LENDER UNDERTAKES ANY RESPONSIBILITY TO THE BORROWER TO REVIEW OR INFORM
THE BORROWER OF ANY MATTER IN
59
CONNECTION WITH ANY PHASE OF THE BORROWER'S BUSINESS OR OPERATIONS.
THE
BORROWER AGREES THAT NEITHER THE AGENT, THE ARRANGER NOR ANY LENDER SHALL HAVE
LIABILITY TO THE BORROWER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR
LOSSES SUFFERED BY THE BORROWER IN CONNECTION WITH, ARISING OUT OF, OR IN ANY
WAY RELATED TO, THE TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP ESTABLISHED
BY THE FACILITY DOCUMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION
THEREWITH, UNLESS IT IS DETERMINED IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT