HAVE THE SAME RIGHTS AND POWERS IN ITS CAPACITY AS A
LENDER AS ANY OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT AN
AGENT, AND SUCH BANK AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO
AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH THE BORROWER OR ANY SUBSIDIARY
OR OTHER AFFILIATE THEREOF AS IF IT WERE NOT AN AGENT HEREUNDER.
SECTION 11.08
NO RELIANCE.
EACH LENDER ACKNOWLEDGES
THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT,
ANY OTHER AGENT OR ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION
AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER
INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY.
88
EACH LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE
UPON THE ADMINISTRATIVE AGENT , ANY OTHER AGENT OR ANY OTHER LENDER AND BASED ON
SUCH DOCUMENTS AND INFORMATION AS IT SHALL FROM TIME TO TIME DEEM APPROPRIATE,
CONTINUE TO MAKE ITS OWN DECISIONS IN TAKING OR NOT TAKING ACTION UNDER OR BASED
UPON THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, ANY RELATED AGREEMENT OR ANY
DOCUMENT FURNISHED HEREUNDER OR THEREUNDER.
THE AGENTS SHALL NOT BE REQUIRED TO
KEEP THEMSELVES INFORMED AS TO THE PERFORMANCE OR OBSERVANCE BY THE BORROWER OR
ANY OF ITS SUBSIDIARIES OF THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER
DOCUMENT REFERRED TO OR PROVIDED FOR HEREIN OR TO INSPECT THE PROPERTIES OR
BOOKS OF THE BORROWER OR ITS SUBSIDIARIES.
EXCEPT FOR NOTICES, REPORTS AND
OTHER DOCUMENTS AND INFORMATION EXPRESSLY REQUIRED TO BE FURNISHED TO THE
LENDERS BY THE ADMINISTRATIVE AGENT HEREUNDER, NO AGENT OR THE ARRANGER SHALL
HAVE ANY DUTY OR RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER
INFORMATION CONCERNING THE AFFAIRS, FINANCIAL CONDITION OR BUSINESS OF THE
BORROWER (OR ANY OF ITS AFFILIATES) WHICH MAY COME INTO THE POSSESSION OF SUCH
AGENT OR ANY OF ITS AFFILIATES.
IN THIS REGARD, EACH LENDER ACKNOWLEDGES THAT
VINSON & ELKINS L.L.P. IS ACTING IN THIS TRANSACTION AS SPECIAL COUNSEL TO THE
ADMINISTRATIVE AGENT ONLY, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY STATED IN
ANY LEGAL OPINION OR ANY LOAN DOCUMENT.
EACH OTHER PARTY HERETO WILL CONSULT
WITH ITS OWN LEGAL COUNSEL TO THE EXTENT THAT IT DEEMS NECESSARY IN CONNECTION
WITH THE LOAN DOCUMENTS AND THE MATTERS CONTEMPLATED THEREIN.
SECTION 11.09
ADMINISTRATIVE AGENT MAY FILE PROOFS OF
CLAIM.
IN CASE OF THE PENDENCY OF ANY RECEIVERSHIP, INSOLVENCY, LIQUIDATION,
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, ADJUSTMENT, COMPOSITION OR OTHER
JUDICIAL PROCEEDING RELATIVE TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, THE
ADMINISTRATIVE AGENT (IRRESPECTIVE OF WHETHER THE PRINCIPAL OF ANY LOAN SHALL
THEN BE DUE AND PAYABLE AS HEREIN EXPRESSED OR BY DECLARATION OR OTHERWISE AND
IRRESPECTIVE OF WHETHER THE ADMINISTRATIVE AGENT SHALL HAVE MADE ANY DEMAND ON
THE BORROWER) SHALL BE ENTITLED AND EMPOWERED, BY INTERVENTION IN SUCH
PROCEEDING OR OTHERWISE:
(A)
TO FILE AND PROVE A CLAIM FOR THE WHOLE
AMOUNT OF THE PRINCIPAL AND INTEREST OWING AND