ANY SECURITY DOCUMENT, OR ANY BORROWING
HEREUNDER; (II) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE COVENANTS OR
AGREEMENTS OF THE BORROWER; (III) THE SATISFACTION OF ANY CONDITION SPECIFIED IN
SECTIONS 3.1 OR 3.2, EXCEPT RECEIPT OF ITEMS REQUIRED TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT; (IV) THE VALIDITY, EFFECTIVENESS, ENFORCEABILITY OR
GENUINENESS OF THIS AGREEMENT, THE NOTES, ANY OTHER LOAN DOCUMENT OR SECURITY
DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN
CONNECTION WITH OR AS CONTEMPLATED BY THIS AGREEMENT; (V) THE EXISTENCE, VALUE,
COLLECTIBILITY OR ADEQUACY OF THE COLLATERAL OR ANY PART THEREOF OR THE
VALIDITY, EFFECTIVENESS, PERFECTION OR RELATIVE PRIORITY OF THE LIENS AND
SECURITY INTERESTS OF THE BANKS (THROUGH THE ADMINISTRATIVE AGENT) THEREIN; OR
(VI) THE FILING, RECORDING, REFILING, CONTINUING OR RE-RECORDING OF ANY
FINANCING STATEMENT OR OTHER DOCUMENT OR INSTRUMENT EVIDENCING OR RELATING TO
THE SECURITY INTERESTS OR LIENS OF THE BANKS (THROUGH THE ADMINISTRATIVE AGENT)
IN THE COLLATERAL.
THE ADMINISTRATIVE AGENT SHALL NOT INCUR ANY LIABILITY BY
ACTING IN RELIANCE UPON ANY NOTICE, CONSENT, CERTIFICATE, STATEMENT OR OTHER
WRITING (WHICH MAY BE A BANK WIRE, TELECOPY OR SIMILAR WRITING) BELIEVED BY IT
TO BE GENUINE OR TO BE SIGNED OR SENT BY THE PROPER PARTY OR PARTIES.
8.10.
INDEMNIFICATION.
EACH BANK AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT (TO THE EXTENT THE ADMINISTRATIVE AGENT IS NOT REIMBURSED
BY THE BORROWER), RATABLY IN ACCORDANCE WITH ITS COMMITMENT PERCENTAGE, FROM AND
AGAINST ANY COST, EXPENSE (INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS), CLAIM,
DEMAND, ACTION, LOSS OR LIABILITY WHICH THE ADMINISTRATIVE AGENT MAY SUFFER OR
INCUR IN CONNECTION WITH THIS AGREEMENT, OR ANY ACTION TAKEN OR OMITTED BY THE
ADMINISTRATIVE AGENT HEREUNDER, OR THE ADMINISTRATIVE AGENT'S RELATIONSHIP WITH
THE BORROWER HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE COSTS AND EXPENSES OF
DEFENDING ITSELF AGAINST ANY CLAIM OR LIABILITY IN CONNECTION WITH THE EXERCISE
OR PERFORMANCE OF ANY OF ITS POWERS AND DUTIES HEREUNDER AND OF TAKING OR
REFRAINING FROM TAKING ANY ACTION HEREUNDER, BUT EXCLUDING ANY COSTS, EXPENSES
OR LOSSES DIRECTLY ARISING FROM THE ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
NO PAYMENT BY ANY BANK UNDER THIS SECTION SHALL IN ANY WAY
RELIEVE THE BORROWER OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO THE
AMOUNTS SO PAID BY ANY BANK, AND THE BANKS SHALL BE SUBROGATED TO THE RIGHTS OF
THE ADMINISTRATIVE AGENT, IF ANY, IN RESPECT THERETO.
8.11.
INDEPENDENT CREDIT DECISION.
EACH OF THE BANKS
REPRESENTS AND WARRANTS TO THE ADMINISTRATIVE AGENT THAT IT HAS, INDEPENDENTLY
AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER BANK AND BASED
ON THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.7 AND SUCH OTHER DOCUMENTS
AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN INDEPENDENT CREDIT
ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT.
EACH OF THE BANKS
ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION BY THE
ADMINISTRATIVE AGENT AND THAT THE ADMINISTRATIVE AGENT SHALL NOT BE RESPONSIBLE
FOR ANY STATEMENTS IN OR OMISSIONS FROM ANY DOCUMENTS OR INFORMATION CONCERNING
THE BORROWER, THIS AGREEMENT, THE NOTES,