TRANSACTIONS CONTEMPLATED HEREBY, AND MADE ITS OWN DECISION TO ENTER INTO
THIS AGREEMENT AND TO EXTEND CREDIT TO THE BORROWERS AND THE OTHER LOAN PARTIES
HEREUNDER.
EACH LENDER ALSO REPRESENTS THAT IT WILL, INDEPENDENTLY AND WITHOUT
RELIANCE UPON ANY AGENT-RELATED PERSON AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT ANALYSIS, APPRAISALS AND DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND TO MAKE SUCH INVESTIGATIONS AS
IT DEEMS NECESSARY TO INFORM ITSELF AS TO THE BUSINESS, PROSPECTS, OPERATIONS,
PROPERTY, FINANCIAL AND OTHER CONDITION AND CREDITWORTHINESS OF THE BORROWERS
AND THE OTHER LOAN PARTIES.
EXCEPT FOR NOTICES, REPORTS AND OTHER DOCUMENTS
EXPRESSLY REQUIRED TO BE FURNISHED TO THE LENDERS BY THE ADMINISTRATIVE AGENT
HEREIN, NO AGENT-RELATED PERSON SHALL HAVE ANY DUTY OR RESPONSIBILITY TO PROVIDE
ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION CONCERNING THE BUSINESS,
PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION OR
CREDITWORTHINESS OF ANY OF THE LOAN PARTIES OR ANY OF THEIR RESPECTIVE
AFFILIATES WHICH MAY COME INTO THE POSSESSION OF ANY AGENT-RELATED PERSON.
SECTION 11.07
INDEMNIFICATION OF AGENT-RELATED PERSONS.
WHETHER
OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL
INDEMNIFY UPON DEMAND EACH AGENT-RELATED PERSON (WITHOUT LIMITING THE OBLIGATION
OF ANY LOAN PARTY TO DO SO), PRO RATA, AND HOLD HARMLESS EACH AGENT-RELATED
PERSON FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES INCURRED BY IT;
PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO ANY
AGENT-RELATED PERSON OF ANY PORTION OF SUCH INDEMNIFIED LIABILITIES TO THE
EXTENT DETERMINED IN A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED FROM SUCH AGENT-RELATED PERSON'S OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER, THAT NO ACTION TAKEN IN
ACCORDANCE WITH THE DIRECTIONS OF THE REQUIRED LENDERS SHALL BE DEEMED TO
CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF THIS
SECTION 11.07.
WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER SHALL REIMBURSE
THE ADMINISTRATIVE AGENT OR ANY AGENT-RELATED PERSON UPON DEMAND FOR ITS RATABLE
SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY COSTS) INCURRED
BY THE ADMINISTRATIVE AGENT OR SUCH OTHER AGENT-RELATED PERSON IN CONNECTION
WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION,
AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, PROCEEDINGS OR
OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER,
THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DOCUMENT CONTEMPLATED BY OR
REFERRED TO HEREIN, TO THE EXTENT THAT THE ADMINISTRATIVE AGENT OR SUCH OTHER
AGENT-RELATED PERSON IS NOT REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF THE
BORROWERS WITHIN FIFTEEN (15) DAYS OF SUCH AGENT-RELATED PERSON'S REQUEST TO THE
BORROWER
115
REPRESENTATIVE THEREOF.
THE UNDERTAKING IN THIS SECTION 11.07 SHALL SURVIVE THE
TERMINATION DATE AND THE RESIGNATION OF THE ADMINISTRATIVE AGENT.
SECTION 11.08
ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.
SOCIETE GENERALE AND ITS AFFILIATES AND EACH OTHER AGENT AND ITS AFFILIATES, MAY
MAKE LOANS TO, ISSUE LETTERS OF CREDIT FOR THE ACCOUNT OF, ACCEPT DEPOSITS FROM,