designate for itself by written notice to Agent.
Concurrently with each such
payment, Agent shall identify whether such payment (or any portion thereof)
represents principal, premium, fees, or interest of the Obligations.
15.16
Concerning the Collateral and Related Loan Documents.
Each member of the Lender Group authorizes and directs Agent to enter into this
Agreement and the other Loan Documents.
Each member of the Lender Group agrees
that any action taken by Agent in accordance with the terms of this Agreement or
the other Loan Documents relating to the Collateral and the exercise by Agent of
its powers set forth therein or herein, together with such other powers that are
reasonably incidental thereto, shall be binding upon all of the Lenders.
58
15.17
Field Audits and Examination Reports; Confidentiality;
Disclaimers by Lenders; Other Reports and Information.
By becoming a party to
this Agreement, each Lender:
(A)
IS DEEMED TO HAVE REQUESTED THAT AGENT FURNISH SUCH LENDER, PROMPTLY AFTER
IT BECOMES AVAILABLE, A COPY OF EACH FIELD AUDIT OR EXAMINATION REPORT (EACH A
"REPORT" AND COLLECTIVELY, "REPORTS") PREPARED BY OR AT THE REQUEST OF AGENT,
AND AGENT SHALL SO FURNISH EACH LENDER WITH SUCH REPORTS,
(B)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT AGENT DOES NOT (I) MAKE ANY
REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF ANY REPORT, AND (II) SHALL NOT
BE LIABLE FOR ANY INFORMATION CONTAINED IN ANY REPORT,
(C)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE REPORTS ARE NOT COMPREHENSIVE
AUDITS OR EXAMINATIONS, THAT AGENT OR OTHER PARTY PERFORMING ANY AUDIT OR
EXAMINATION WILL INSPECT ONLY SPECIFIC INFORMATION REGARDING BORROWERS AND WILL
RELY SIGNIFICANTLY UPON THE BOOKS AND RECORDS OF BORROWERS AND THEIR
SUBSIDIARIES, AS WELL AS ON REPRESENTATIONS OF BORROWERS' PERSONNEL,
(D)
AGREES TO KEEP ALL REPORTS AND OTHER MATERIAL, NON-PUBLIC INFORMATION
REGARDING BORROWERS AND THEIR SUBSIDIARIES AND THEIR OPERATIONS, ASSETS, AND
EXISTING AND CONTEMPLATED BUSINESS PLANS IN A CONFIDENTIAL MANNER IN ACCORDANCE
WITH SECTION 16.7, AND
(E)
WITHOUT LIMITING THE GENERALITY OF ANY OTHER INDEMNIFICATION PROVISION
CONTAINED IN THIS AGREEMENT, AGREES:
(I) TO HOLD AGENT AND ANY SUCH OTHER
LENDER PREPARING A REPORT HARMLESS FROM ANY ACTION THE INDEMNIFYING LENDER MAY
TAKE OR FAIL TO TAKE OR ANY CONCLUSION THE INDEMNIFYING LENDER MAY REACH OR DRAW
FROM ANY REPORT IN CONNECTION WITH ANY LOANS OR OTHER CREDIT ACCOMMODATIONS THAT
THE INDEMNIFYING LENDER HAS MADE OR MAY MAKE TO BORROWERS, OR THE INDEMNIFYING
LENDER'S PARTICIPATION IN, OR THE INDEMNIFYING LENDER'S PURCHASE OF, A LOAN OR
LOANS OF BORROWERS; AND (II) TO PAY AND PROTECT, AND INDEMNIFY, DEFEND AND HOLD
AGENT, AND ANY SUCH OTHER LENDER PREPARING A REPORT HARMLESS FROM AND AGAINST,
THE CLAIMS, ACTIONS, PROCEEDINGS, DAMAGES, COSTS, EXPENSES, AND OTHER AMOUNTS
(INCLUDING, ATTORNEYS FEES AND COSTS) INCURRED BY AGENT AND ANY SUCH OTHER
LENDER PREPARING A REPORT AS THE DIRECT OR INDIRECT RESULT OF ANY THIRD PARTIES
WHO MIGHT OBTAIN ALL OR PART OF ANY REPORT THROUGH THE INDEMNIFYING LENDER.
In addition to the foregoing:
(x) any Lender may from time to time request of
Agent in