AGENT HAS RECEIVED WRITTEN NOTICE FROM A LENDER OR
THE BORROWER REFERRING TO THIS AGREEMENT DESCRIBING SUCH DEFAULT OR UNMATURED
DEFAULT AND STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT".
IN THE EVENT
THAT THE AGENT RECEIVES SUCH A NOTICE, THE AGENT SHALL GIVE PROMPT NOTICE
THEREOF TO THE LENDERS.
10.10.
RIGHTS AS A LENDER.
IN THE EVENT THE AGENT IS A LENDER,
THE AGENT SHALL HAVE THE SAME RIGHTS AND POWERS HEREUNDER AND UNDER ANY OTHER
LOAN DOCUMENT WITH RESPECT TO ITS COMMITMENT AND ITS CREDIT EXTENSIONS AS ANY
LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE AGENT, AND THE TERM
"LENDER" OR "LENDERS" SHALL, AT ANY TIME WHEN THE AGENT IS A LENDER, UNLESS THE
CONTEXT OTHERWISE INDICATES, INCLUDE THE AGENT IN ITS INDIVIDUAL CAPACITY.
THE
AGENT AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, AND GENERALLY
ENGAGE IN ANY KIND OF TRUST, DEBT, EQUITY OR OTHER TRANSACTION, IN ADDITION TO
THOSE CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, WITH THE
PARENT, THE BORROWER OR ANY SUBSIDIARY IN WHICH THE PARENT, THE BORROWER OR SUCH
SUBSIDIARY IS NOT RESTRICTED HEREBY FROM ENGAGING WITH ANY OTHER PERSON.
THE
AGENT, IN ITS INDIVIDUAL CAPACITY, IS NOT OBLIGATED TO REMAIN A LENDER.
10.11.
LENDER CREDIT DECISION.
EACH LENDER ACKNOWLEDGES THAT
IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT, THE ARRANGER OR ANY
OTHER LENDER AND BASED ON THE FINANCIAL STATEMENTS PREPARED BY THE PARENT OR THE
BORROWER AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE,
MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
EACH LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY
AND WITHOUT RELIANCE UPON THE AGENT, THE ARRANGER OR ANY OTHER LENDER AND BASED
ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME,
CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
EXCEPT AS EXPRESSLY SET FORTH
HEREIN, THE AGENT SHALL NOT HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT BE LIABLE
FOR THE FAILURE TO DISCLOSE, ANY INFORMATION RELATING TO THE PARENT, THE
BORROWER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES THAT IS COMMUNICATED TO OR
OBTAINED BY THE PERSON SERVING AS AGENT FOR ANY OF ITS AFFILIATES IN ANY
CAPACITY.
10.12.
SUCCESSOR AGENT.
THE AGENT MAY RESIGN AT ANY TIME BY
GIVING WRITTEN NOTICE THEREOF TO THE LENDERS AND THE BORROWER, SUCH RESIGNATION
TO BE EFFECTIVE UPON THE APPOINTMENT OF A SUCCESSOR AGENT OR, IF NO SUCCESSOR
AGENT HAS BEEN APPOINTED, FORTY-FIVE DAYS AFTER THE RETIRING AGENT GIVES NOTICE
OF ITS INTENTION TO RESIGN.
THE AGENT MAY BE REMOVED AT ANY TIME WITH OR
WITHOUT CAUSE BY WRITTEN NOTICE RECEIVED BY THE AGENT FROM THE REQUIRED LENDERS,
SUCH REMOVAL TO BE EFFECTIVE ON THE DATE SPECIFIED BY THE REQUIRED LENDERS.
UPON ANY SUCH RESIGNATION OR REMOVAL, THE REQUIRED LENDERS SHALL, WITH THE PRIOR
WRITTEN APPROVAL OF THE BORROWER (WHICH APPROVAL SHALL