CREDIT PARTIES AND
WILL NOT RELY ON ANY REPORT OR MAKE ANY CLAIM THAT IT HAS DONE SO.
IN ADDITION,
EACH LENDER RELEASES, AND AGREES THAT IT WILL NOT ASSERT, ANY CLAIM AGAINST
AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES) THAT IN ANY WAY RELATES TO ANY
REPORT OR ARISES OUT OF A LENDER HAVING ACCESS TO ANY REPORT OR ANY DISCUSSION
OF ITS CONTENTS, AND EACH LENDER AGREES TO INDEMNIFY AND HOLD HARMLESS AGENT
(AND AGENT'S AFFILIATES) AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
ATTORNEYS FROM ALL CLAIMS, LIABILITIES AND EXPENSES RELATING TO A BREACH BY A
LENDER OR ANY OF ITS PERSONNEL OF THIS SECTION OR OTHERWISE ARISING OUT OF A
LENDER'S ACCESS TO ANY REPORT OR ANY DISCUSSION OF ITS CONTENTS;
(II)
EACH REPORT MAY NOT BE COMPLETE AND CERTAIN INFORMATION AND
FINDINGS OBTAINED BY AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES) REGARDING THE
OPERATIONS AND CONDITION OF THE CREDIT PARTIES MAY NOT BE REFLECTED IN EACH
REPORT.
AGENT (AND ITS AFFILIATES) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND WITH RESPECT TO (I) ANY EXISTING OR PROPOSED FINANCING; (II) THE ACCURACY
OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY REPORT OR IN ANY OTHER
RELATED DOCUMENTATION; (III) THE SCOPE OR ADEQUACY OF AGENT'S (AND AGENT'S
AFFILIATES') DUE DILIGENCE, OR THE PRESENCE OR ABSENCE OF ANY ERRORS OR
OMISSIONS CONTAINED IN ANY REPORT OR IN ANY OTHER RELATED DOCUMENTATION; AND
(IV) ANY WORK PERFORMED BY AGENT (OR ONE OR MORE OF AGENT'S AFFILIATES) IN
CONNECTION WITH OR USING ANY REPORT OR ANY RELATED DOCUMENTATION; AND
(III)
EACH LENDER AGREES TO SAFEGUARD EACH REPORT AND ANY RELATED
DOCUMENTATION WITH THE SAME CARE WHICH IT USES WITH RESPECT TO INFORMATION OF
ITS OWN WHICH IT DOES NOT DESIRE TO DISSEMINATE OR PUBLISH, AND AGREES NOT TO
REPRODUCE OR DISTRIBUTE OR PROVIDE COPIES OF OR DISCLOSE ANY REPORT OR ANY OTHER
RELATED DOCUMENTATION OR ANY RELATED DISCUSSIONS TO ANYONE EXCEPT TO THE EXTENT
SUCH DISTRIBUTION OR DISCLOSURE WOULD BE PERMITTED IF THE REPORT WERE
CONFIDENTIAL INFORMATION SUBJECT TO SECTION 9.14.
(Q)
LENDER ACTIONS AGAINST COLLATERAL.
EACH LENDER AGREES THAT IT WILL
NOT TAKE ANY ENFORCEMENT ACTION, NOR INSTITUTE ANY ACTIONS OR PROCEEDINGS, WITH
RESPECT TO THE LOANS, AGAINST BORROWER OR ANY CREDIT PARTY HEREUNDER OR UNDER
THE OTHER LOAN DOCUMENTS OR AGAINST ANY OF THE COLLATERAL (INCLUDING ANY
EXERCISE OF ANY RIGHT OF SET-OFF) WITHOUT THE CONSENT OF AGENT OR REQUIRED
LENDERS.
ALL SUCH ENFORCEMENT ACTIONS AND PROCEEDINGS SHALL BE (I) TAKEN IN
CONCERT AND (II) AT THE DIRECTION OF OR WITH THE CONSENT OF AGENT OR REQUISITE
LENDERS.
AGENT
72
IS AUTHORIZED TO ISSUE ALL NOTICES TO BE ISSUED BY OR ON BEHALF OF LENDERS WITH
RESPECT TO ANY SUBORDINATED DEBT.
WITH RESPECT TO ANY ACTION BY AGENT TO
ENFORCE THE RIGHTS AND REMEDIES OF AGENT AND THE LENDERS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, EACH LENDER HEREBY CONSENTS TO THE JURISDICTION OF
THE COURT IN WHICH SUCH ACTION IS MAINTAINED, AND AGREES TO