OR EXPOSES AGENT TO ANY LIABILITY
FOR WHICH IT HAS NOT RECEIVED SATISFACTORY INDEMNIFICATION IN ACCORDANCE WITH
SECTION 8.2(J).
(I)
RELIANCE.
AGENT MAY, WITHOUT INCURRING ANY
LIABILITY HEREUNDER, (I) TREAT THE PAYEE OF ANY NOTE AS ITS HOLDER UNTIL SUCH
NOTE HAS BEEN ASSIGNED IN ACCORDANCE WITH SECTION 8.1, (II) CONSULT WITH ANY OF
ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS AND, WHETHER OR NOT SELECTED BY IT,
ANY OTHER ADVISORS, ACCOUNTANTS AND OTHER EXPERTS (INCLUDING ADVISORS TO, AND
ACCOUNTANTS AND EXPERTS ENGAGED BY, ANY CREDIT PARTY) AND (III) RELY AND ACT
UPON ANY DOCUMENT AND INFORMATION (INCLUDING THOSE TRANSMITTED BY ELECTRONIC
TRANSMISSION) AND ANY TELEPHONE MESSAGE OR CONVERSATION, IN EACH CASE BELIEVED
BY IT TO BE GENUINE AND TRANSMITTED, SIGNED OR OTHERWISE AUTHENTICATED BY THE
APPROPRIATE PARTIES.
AGENT MAY, WITHOUT INCURRING ANY LIABILITY HEREUNDER, RELY
ON THE REGISTER TO THE EXTENT SET FORTH HEREIN.
AGENT SHALL BE ENTITLED TO RELY
UPON THE ADVICE OF LEGAL COUNSEL, INDEPENDENT ACCOUNTANTS, AND OTHER EXPERTS
SELECTED BY AGENT IN ITS SOLE DISCRETION.
(J)
EXPENSES; INDEMNIFICATION.
(I) EACH LENDER AGREES
TO REIMBURSE AGENT AND EACH OF ITS OFFICERS, DIRECTORS, AND AGENTS (TO THE
EXTENT NOT REIMBURSED BY ANY CREDIT PARTY) PROMPTLY UPON DEMAND, SEVERABLY AND
RATABLY, OF ANY COSTS AND EXPENSES (INCLUDING FEES, CHARGES AND DISBURSEMENTS OF
FINANCIAL, LEGAL AND OTHER ADVISORS AND TAXES PAID IN THE NAME OF, OR ON BEHALF
OF, ANY CREDIT PARTY) THAT MAY BE INCURRED BY AGENT OR ANY OF ITS OFFICERS,
DIRECTORS, AND AGENTS IN CONNECTION WITH THE PREPARATION, SYNDICATION,
EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, CONSENT, WAIVER OR
ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, THROUGH ANY WORK-OUT, BANKRUPTCY,
RESTRUCTURING OR OTHER LEGAL OR OTHER PROCEEDING OR OTHERWISE) OF, OR LEGAL
ADVICE IN RESPECT OF ITS RIGHTS OR RESPONSIBILITIES UNDER, ANY LOAN DOCUMENT,
AND (II) EACH LENDER AGREES TO REIMBURSE AND INDEMNIFY AGENT AND EACH OF ITS
OFFICERS, DIRECTORS AND AGENTS FOR AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES), ADVANCES
OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON,
INCURRED BY, OR ASSERTED AGAINST AGENT IN ANY WAY RELATING TO OR ARISING OUT OF
THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY
AGENT UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, IN PROPORTION TO EACH
LENDER'S PRO RATA SHARE, BUT ONLY TO THE EXTENT THAT ANY OF THE FOREGOING IS NOT
REIMBURSED BY BORROWER; PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR
ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, ADVANCES OR
68
DISBURSEMENTS OF AGENT TO THE EXTENT RESULTING FROM AGENT'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT AS DETERMINED BY A FINAL NON-APPEALABLE ORDER BY A COURT OF
COMPETENT JURISDICTION.
IF ANY INDEMNITY FURNISHED TO AGENT FOR ANY PURPOSE
SHALL, IN THE OPINION OF AGENT, BE INSUFFICIENT OR BECOME IMPAIRED, AGENT MAY
CALL FOR ADDITIONAL INDEMNITY AND CEASE, OR NOT COMMENCE, TO DO THE ACTS
INDEMNIFIED AGAINST EVEN