OR FAILURE OF CONDITION" (EACH A "NOTICE OF
DEFAULT OR FAILURE OF CONDITION"). IN THE EVENT THAT AGENT RECEIVES SUCH A
NOTICE OF DEFAULT OR FAILURE OF CONDITION, AGENT SHALL GIVE PROMPT NOTICE
THEREOF TO THE LENDERS. AGENT SHALL (SUBJECT TO SECTION 12.7 HEREOF) TAKE SUCH
ACTION WITH RESPECT TO ANY SUCH EVENT OF DEFAULT OR FAILURE OF CONDITION
PRECEDENT AS SHALL BE DIRECTED BY THE REQUIRED LENDERS; PROVIDED, THAT, UNLESS
AND UNTIL AGENT SHALL HAVE RECEIVED SUCH DIRECTIONS, AGENT MAY (BUT SHALL NOT BE
OBLIGATED TO) TAKE SUCH ACTION, OR REFRAIN FROM TAKING SUCH ACTION, WITH RESPECT
TO OR BY REASON OF SUCH EVENT OF DEFAULT OR FAILURE OF CONDITION PRECEDENT, AS
IT SHALL DEEM ADVISABLE IN THE BEST INTEREST OF LENDERS. WITHOUT LIMITING THE
FOREGOING, AND NOTWITHSTANDING THE EXISTENCE OR OCCURRENCE AND CONTINUANCE OF AN
EVENT OF DEFAULT OR ANY OTHER FAILURE TO SATISFY ANY OF THE CONDITIONS PRECEDENT
SET FORTH IN SECTION 4 OF THIS AGREEMENT TO THE CONTRARY, SUBJECT TO THE
LIMITATIONS SET FORTH IN SECTION 12.8 HEREOF, AGENT MAY, BUT SHALL HAVE NO
OBLIGATION TO, MAKE LOANS AND ISSUE OR CAUSE TO BE ISSUED LETTER OF CREDIT
ACCOMMODATIONS FOR THE RATABLE ACCOUNT AND RISK OF LENDERS FROM TIME TO TIME IF
AGENT REASONABLY AND IN GOOD FAITH BELIEVES MAKING SUCH LOANS OR ISSUING OR
CAUSING TO BE ISSUED SUCH LETTER OF CREDIT ACCOMMODATIONS IS IN THE BEST
INTEREST OF LENDERS.
(B)
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF AGENT, NO LENDER MAY
ASSERT OR EXERCISE ANY ENFORCEMENT RIGHT OR REMEDY IN RESPECT OF THE LOANS,
LETTER OF CREDIT ACCOMMODATIONS OR OTHER OBLIGATIONS, AS AGAINST ANY BORROWER OR
ANY GUARANTOR OR ANY OF THE COLLATERAL OR OTHER PROPERTY OF ANY BORROWER OR
GUARANTOR.
12.4
WACHOVIA IN ITS INDIVIDUAL CAPACITY.
WITH RESPECT TO ITS TOTAL
COMMITMENT AND THE LOANS MADE AND LETTER OF CREDIT ACCOMMODATIONS ISSUED OR
CAUSED TO BE ISSUED BY IT (AND ANY SUCCESSOR ACTING AS AGENT), SO LONG AS
WACHOVIA SHALL BE A LENDER HEREUNDER, IT SHALL HAVE THE SAME RIGHTS AND POWERS
HEREUNDER AS ANY OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT
ACTING AS AGENT, AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS THE CONTEXT
OTHERWISE INDICATES, INCLUDE WACHOVIA IN ITS INDIVIDUAL CAPACITY AS LENDER
HEREUNDER. WACHOVIA (AND ANY SUCCESSOR ACTING AS AGENT) AND ITS AFFILIATES MAY
(WITHOUT HAVING TO ACCOUNT THEREFOR TO ANY LENDER) LEND MONEY TO, MAKE
INVESTMENTS IN AND
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generally engage in any kind of business with any Borrower or Guarantor (and any
of its Subsidiaries or Affiliates) as if it were not acting as Agent, and
Wachovia and its Affiliates may accept fees and other consideration from any
Borrower or any Guarantor and any of its Subsidiaries and Affiliates for
services in connection with this Agreement or otherwise without having to
account for the same to Lenders.
12.5
INDEMNIFICATION.
LENDERS AGREE TO INDEMNIFY AGENT (TO THE EXTENT
NOT REIMBURSED BY BORROWERS OR GUARANTORS HEREUNDER AND WITHOUT LIMITING ANY
OBLIGATIONS OF BORROWERS OR