ANY DUTY OR
RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO PROVIDE ANY LENDER
OR THE HOLDER OF ANY NOTE WITH ANY CREDIT
143
OR OTHER INFORMATION WITH RESPECT THERETO, WHETHER COMING INTO ITS POSSESSION
BEFORE THE MAKING OF THE REVOLVING LOANS OR AT ANY TIME OR TIMES THEREAFTER.
EACH LENDER REPRESENTS TO EACH OTHER PARTY HERETO THAT IT IS A BANK, SAVINGS AND
LOAN ASSOCIATION OR OTHER SIMILAR SAVINGS INSTITUTION, INSURANCE COMPANY,
INVESTMENT FUND OR COMPANY OR OTHER FINANCIAL INSTITUTION WHICH MAKES OR
ACQUIRES COMMERCIAL LOANS IN THE ORDINARY COURSE OF ITS BUSINESS, THAT IT IS
PARTICIPATING HEREUNDER AS A LENDER FOR SUCH COMMERCIAL PURPOSES, AND THAT IT
HAS THE KNOWLEDGE AND EXPERIENCE TO BE AND IS CAPABLE OF EVALUATING THE MERITS
AND RISKS OF BEING A LENDER HEREUNDER.
EACH LENDER ACKNOWLEDGES AND AGREES TO
COMPLY WITH THE PROVISIONS OF SUBSECTION 10.6 APPLICABLE TO THE LENDERS
HEREUNDER.
9.7
INDEMNIFICATION.
(A)
THE LENDERS AGREE TO INDEMNIFY EACH AGENT (OR ANY AFFILIATE
THEREOF) AND THE OTHER REPRESENTATIVES (OR ANY AFFILIATE THEREOF) (TO THE EXTENT
NOT REIMBURSED BY THE BORROWERS OR ANY OTHER LOAN PARTY AND WITHOUT LIMITING THE
OBLIGATION OF THE BORROWERS TO DO SO), RATABLY ACCORDING TO THEIR RESPECTIVE
TOTAL CREDIT PERCENTAGES, IN EFFECT ON THE DATE ON WHICH INDEMNIFICATION IS
SOUGHT UNDER THIS SUBSECTION 9.7 (OR, IF INDEMNIFICATION IS SOUGHT AFTER THE
DATE UPON WHICH THE REVOLVING LOAN COMMITMENTS SHALL HAVE TERMINATED AND THE
REVOLVING LOANS SHALL HAVE BEEN PAID IN FULL, RATABLY IN ACCORDANCE WITH THEIR
TOTAL CREDIT PERCENTAGES IMMEDIATELY PRIOR TO SUCH DATE), FROM AND AGAINST ANY
AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH
MAY AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING THE PAYMENT OF THE REVOLVING
LOANS) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT
(OR ANY AFFILIATE THEREOF) IN ANY WAY RELATING TO OR ARISING OUT OF THIS
AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY OR ANY ACTION TAKEN OR OMITTED BY ANY AGENT (OR ANY AFFILIATE
THEREOF) UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING; PROVIDED THAT NO
LENDER SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES OR DISBURSEMENTS TO THE EXTENT ARISING FROM (A) SUCH AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OR (B) CLAIMS MADE OR LEGAL PROCEEDINGS
COMMENCED AGAINST SUCH AGENT BY ANY SECURITY HOLDER OR CREDITOR THEREOF ARISING
OUT OF AND BASED UPON RIGHTS AFFORDED ANY SUCH SECURITY HOLDER OR CREDITOR
SOLELY IN ITS CAPACITY AS SUCH.
THE OBLIGATIONS TO INDEMNIFY THE ISSUING BANK
AND SWING LINE LENDER SHALL BE RATABLE AMONG THE LENDERS IN ACCORDANCE WITH
THEIR RESPECTIVE REVOLVING COMMITMENTS (OR, IF THE REVOLVING COMMITMENTS HAVE
BEEN TERMINATED, THE OUTSTANDING PRINCIPAL AMOUNT OF THEIR RESPECTIVE REVOLVING
LOANS AND L/C OBLIGATIONS AND THEIR RESPECTIVE PARTICIPATING INTERESTS IN THE
OUTSTANDING LETTERS OF CREDIT) AND SHALL BE PAYABLE ONLY BY THE LENDERS.
THE
AGREEMENTS