INDICATES, INCLUDE EACH FACILITY AGENT IN ITS INDIVIDUAL
CAPACITY AS A LENDER OR AS ONE OF THE REQUISITE LENDERS.
ANY FACILITY AGENT AND
ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, OWN SECURITIES OF, AND
GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST, FINANCIAL ADVISORY OR OTHER
BUSINESS WITH ANY CREDIT PARTY AS IF IT WERE NOT PERFORMING THE DUTIES SPECIFIED
HEREIN, AND MAY ACCEPT FEES AND OTHER CONSIDERATION FROM THE BORROWER OR ANY
SUBSIDIARY FOR SERVICES IN CONNECTION HEREWITH AND OTHERWISE WITHOUT HAVING TO
ACCOUNT FOR THE SAME TO LENDERS, THE ISSUING BANKS OR THE OTHER FACILITY AGENTS.
9.5
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT BY LENDERS AND
ISSUING BANKS.
(A)
EACH LENDER AND EACH ISSUING BANK REPRESENTS AND WARRANTS THAT IT
HAS MADE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND
AFFAIRS OF THE BORROWER AND ITS SUBSIDIARIES IN CONNECTION WITH CREDIT
EXTENSIONS HEREUNDER AND THAT IT HAS MADE AND SHALL CONTINUE TO MAKE ITS OWN
INDEPENDENT APPRAISAL, WITHOUT RELIANCE UPON ANY FACILITY AGENT, ANY OTHER
LENDER OR ANY OTHER ISSUING BANK, OF THE CREDITWORTHINESS OF THE BORROWER AND
ITS SUBSIDIARIES.
NO FACILITY AGENT SHALL HAVE ANY DUTY OR RESPONSIBILITY,
EITHER INITIALLY OR ON A CONTINUING BASIS, TO MAKE ANY SUCH INVESTIGATION OR ANY
SUCH APPRAISAL ON BEHALF OF THE LENDERS OR THE ISSUING BANKS OR TO PROVIDE ANY
LENDER OR ANY ISSUING BANK WITH ANY CREDIT OR OTHER INFORMATION WITH RESPECT
THERETO, WHETHER COMING INTO ITS POSSESSION BEFORE THE MAKING OF THE LOANS OR AT
ANY TIME OR TIMES THEREAFTER, AND NO FACILITY AGENT SHALL HAVE ANY
RESPONSIBILITY WITH RESPECT TO THE ACCURACY OF OR THE COMPLETENESS OF ANY
INFORMATION PROVIDED TO THE LENDERS OR THE ISSUING BANKS.
(B)
EACH LENDER AND EACH ISSUING BANK, BY DELIVERING ITS SIGNATURE
PAGE TO THIS AGREEMENT OR AN ASSIGNMENT AND FUNDING ITS LOANS ON THE CLOSING
DATE, SHALL BE DEEMED TO HAVE ACKNOWLEDGED RECEIPT OF, AND CONSENTED TO AND
APPROVED, EACH CREDIT DOCUMENT AND EACH OTHER DOCUMENT REQUIRED TO BE APPROVED
BY ANY FACILITY AGENT, THE REQUISITE LENDERS, THE LENDERS OR THE ISSUING BANKS,
AS APPLICABLE ON THE CLOSING DATE.
9.6
RIGHT TO INDEMNITY.
EACH LENDER, IN PROPORTION TO ITS PRO RATA
SHARE, SEVERALLY AGREES TO INDEMNIFY EACH AGENT AND EACH OF ITS AFFILIATES, AND
EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ADVISORS, TO
THE EXTENT THAT SUCH AGENT SHALL NOT HAVE BEEN REIMBURSED BY ANY CREDIT PARTY,
FOR AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES (INCLUDING FEES AND
DISBURSEMENTS OF FINANCIAL AND LEGAL ADVISORS) OR DISBURSEMENTS OF ANY KIND OR
NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST SUCH
AGENT OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND
ADVISORS IN EXERCISING ITS POWERS, RIGHTS AND REMEDIES OR PERFORMING ITS DUTIES
HEREUNDER OR UNDER THE OTHER CREDIT DOCUMENTS OR
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OTHERWISE IN ITS CAPACITY AS SUCH AGENT IN ANY WAY RELATING TO OR ARISING OUT OF
THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS;