otherwise agreed between Borrowers and such successor.
After the Administrative
Agent's and/or Collateral Agent's resignation hereunder, the provisions of this
Article IX and Section 10.03 shall continue in effect for the benefit of such
retiring Administrative Agent and/or Collateral Agent, as applicable, its
respective sub-agents and their respective Affiliates in respect of any actions
taken or omitted to
92
be taken by any of them while it was acting as Administrative Agent and/or
Collateral Agent, as applicable.
SECTION 9.07
NON-RELIANCE ON AGENT AND OTHER LENDERS.
EACH LENDER ACKNOWLEDGES
THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY AGENT OR ANY OTHER
LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE,
MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT.
EACH
LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON
ANY AGENT OR ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT
SHALL FROM TIME TO TIME DEEM APPROPRIATE, CONTINUE TO MAKE ITS OWN DECISIONS IN
TAKING OR NOT TAKING ACTION UNDER OR BASED UPON THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY RELATED AGREEMENT OR ANY DOCUMENT FURNISHED HEREUNDER OR
THEREUNDER.
SECTION 9.08
NO OTHER DUTIES, ETC.
THE LENDERS IDENTIFIED IN THIS AGREEMENT,
THE SYNDICATION AGENT AND THE DOCUMENTATION AGENT SHALL NOT HAVE ANY RIGHT,
POWER, OBLIGATION, LIABILITY, RESPONSIBILITY OR DUTY UNDER THIS AGREEMENT OTHER
THAN THOSE APPLICABLE TO ALL LENDERS.
WITHOUT LIMITING THE FOREGOING, NEITHER
THE SYNDICATION AGENT NOR THE DOCUMENTATION AGENT SHALL HAVE OR BE DEEMED TO
HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER.
EACH LENDER HEREBY MAKES THE
SAME ACKNOWLEDGMENTS WITH RESPECT TO THE SYNDICATION AGENT AND THE DOCUMENTATION
AGENT AS IT MAKES WITH RESPECT TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL
AGENT OR ANY OTHER LENDER IN THIS ARTICLE IX.
NOTWITHSTANDING THE FOREGOING,
THE PARTIES HERETO ACKNOWLEDGE THAT THE SYNDICATION AGENT AND THE DOCUMENTATION
AGENT HOLD SUCH TITLES IN NAME ONLY, AND THAT SUCH TITLES CONFER NO ADDITIONAL
RIGHTS OR OBLIGATIONS RELATIVE TO THOSE CONFERRED ON ANY LENDER HEREUNDER.
SECTION 9.09
INDEMNIFICATION.
THE LENDERS SEVERALLY AGREE TO INDEMNIFY EACH
AGENT IN ITS CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY THE BORROWERS OR
THE GUARANTORS AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWERS OR THE
GUARANTORS TO DO SO), RATABLY ACCORDING TO THEIR RESPECTIVE OUTSTANDING LOANS
AND COMMITMENTS IN EFFECT ON THE DATE ON WHICH INDEMNIFICATION IS SOUGHT UNDER
THIS SECTION 9.09 (OR, IF INDEMNIFICATION IS SOUGHT AFTER THE DATE UPON WHICH
ALL COMMITMENTS SHALL HAVE TERMINATED AND THE LOANS SHALL HAVE BEEN PAID IN
FULL, RATABLY IN ACCORDANCE WITH SUCH OUTSTANDING LOANS AND COMMITMENTS AS IN
EFFECT 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 THAT MAY AT ANY TIME
(WHETHER BEFORE OR AFTER THE PAYMENT OF THE LOANS) BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST SUCH AGENT IN ANY WAY RELATING TO OR ARISING OUT OF, THE
COMMITMENTS, THIS AGREEMENT,