SHALL NOT BE LIABLE FOR THE
FAILURE TO DISCLOSE, ANY INFORMATION RELATING TO ANY OF THE BORROWERS OR ANY OF
THEIR RESPECTIVE AFFILIATES THAT IS COMMUNICATED TO OR OBTAINED BY THE PERSON
SERVING AS THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES IN ANY CAPACITY.
10.7.
INDEMNIFICATION.
WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS AGREE TO INDEMNIFY EACH AGENT
IN ITS CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY THE BORROWERS AND
WITHOUT LIMITING THE OBLIGATION OF THE BORROWERS TO DO SO), RATABLY ACCORDING TO
THEIR RESPECTIVE AGGREGATE EXPOSURE PERCENTAGES IN EFFECT ON THE DATE ON WHICH
INDEMNIFICATION IS SOUGHT UNDER THIS SECTION (OR, IF INDEMNIFICATION IS SOUGHT
AFTER THE DATE UPON WHICH THE COMMITMENTS SHALL HAVE TERMINATED AND THE LOANS
SHALL HAVE BEEN PAID IN FULL, RATABLY IN ACCORDANCE WITH SUCH AGGREGATE EXPOSURE
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 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, ANY OF THE OTHER LOAN DOCUMENTS OR ANY DOCUMENTS
CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY OR ANY ACTION TAKEN OR OMITTED BY SUCH AGENT
UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING BUT NOT LIMITED TO,
REASONABLE ATTORNEY'S FEES AND SETTLEMENT COSTS (INCLUDING THE ALLOCATED FEES
AND EXPENSES OF IN-HOUSE COUNSEL); 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 THAT ARE
FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION
TO HAVE RESULTED FROM SUCH AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE
AGREEMENTS IN THIS SECTION SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER
AMOUNTS PAYABLE HEREUNDER AND THE RESIGNATION OR REPLACEMENT OF THE AGENT.
80
10.8.
AGENT IN ITS INDIVIDUAL CAPACITY.
AGENT AND ITS
AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN ANY
KIND OF BUSINESS WITH ANY LOAN PARTY AS THOUGH SUCH AGENT WERE NOT AN AGENT.
WITH RESPECT TO ITS LOANS MADE OR RENEWED BY IT AND WITH RESPECT TO ANY LETTER
OF CREDIT ISSUED OR PARTICIPATED IN BY IT, EACH AGENT SHALL HAVE THE SAME RIGHTS
AND POWERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ANY LENDER AND
MAY EXERCISE THE SAME AS THOUGH IT WERE NOT AN AGENT, AND THE TERMS "LENDER" AND
"LENDERS" SHALL INCLUDE EACH AGENT IN ITS INDIVIDUAL CAPACITY.
EACH SUCH AGENT
AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT AS THE FINANCIAL
ADVISOR OR IN ANY OTHER ADVISORY CAPACITY FOR AND GENERALLY ENGAGE IN ANY KIND
OF BUSINESS WITH THE BORROWERS OR ANY SUBSIDIARY OR OTHER AFFILIATE THEREOF AS
IF SUCH