ADMINISTRATIVE AGENT TAKES NO
RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONCERNING
BORROWER AND THE GUARANTORS DISTRIBUTED BY ADMINISTRATIVE AGENT IN CONNECTION
WITH THE LOAN NOR FOR THE TRUTH OF ANY REPRESENTATION OR WARRANTY GIVEN OR MADE
HEREIN, NOR FOR THE VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF THIS
LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
(H)
LENDER CREDIT DECISION.
EACH LENDER
ACKNOWLEDGES THAT IT HAS INDEPENDENT OF AND WITHOUT RELIANCE UPON ANY OTHER
LENDER (INCLUDING ADMINISTRATIVE AGENT) OR ANY INFORMATION PROVIDED BY ANY OTHER
LENDER (INCLUDING ADMINISTRATIVE AGENT) AND BASED ON THE FINANCIAL STATEMENTS OF
BORROWER AND THE GUARANTORS AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS
DEEMED APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS
LOAN AGREEMENT.
EACH LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENT OF AND
WITHOUT RELIANCE UPON ANY OTHER LENDER (INCLUDING ADMINISTRATIVE AGENT) AND
BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THAT
TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION
UNDER THIS LOAN AGREEMENT AND ANY OTHER DOCUMENTS RELATING THERETO.
(I)
INDEMNITY.
NOTWITHSTANDING ANY OF THE
PROVISIONS HEREOF, TO THE EXTENT ADMINISTRATIVE AGENT HAS NOT BEEN SO
INDEMNIFIED BY BORROWER, THE LENDERS SHALL SEVERALLY, PRO RATA IN RESPECT OF
THEIR RESPECTIVE COMMITMENTS TO MAKE LOANS, INDEMNIFY ADMINISTRATIVE AGENT
AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, DAMAGES OR EXPENSES, INCLUDING
BUT NOT LIMITED TO, REASONABLE TRAVEL EXPENSES AND EXTERNAL COUNSEL'S REASONABLE
FEES AND EXPENSES, ARISING FROM, OR IN CONNECTION WITH, ITS PERFORMANCE AS
ADMINISTRATIVE AGENT HEREUNDER AND NOT CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
42
(J)
RESIGNATION.
ADMINISTRATIVE AGENT MAY
RESIGN AS SUCH AT ANY TIME UPON AT LEAST THIRTY (30) DAYS' PRIOR NOTICE TO
BORROWER AND THE LENDERS, PROVIDED THAT SUCH RESIGNATION SHALL NOT TAKE EFFECT
UNTIL A SUCCESSOR AGENT HAS BEEN APPOINTED.
IN THE EVENT OF A RESIGNATION BY
ADMINISTRATIVE AGENT, THE LENDERS (IN CONSULTATION WITH BORROWER, PROVIDED NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING) SHALL PROMPTLY
APPOINT A SUCCESSOR AGENT FROM AMONG THE LENDERS.
(K)
DISBURSEMENTS AND DISTRIBUTIONS.
ON THE
DATE OF EACH LOAN ADVANCE, ADMINISTRATIVE AGENT SHALL DISBURSE EACH LENDER'S PRO
RATA PORTION OF THE LOAN TO OR AT THE DIRECTION OF BORROWER PURSUANT TO THIS
LOAN AGREEMENT, TO THE EXTENT RECEIVED BY ADMINISTRATIVE AGENT FROM SUCH
LENDER.
ADMINISTRATIVE AGENT SHALL BE RESPONSIBLE FOR PROMPTLY DISTRIBUTING, ON
THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DATE RECEIVED BY ADMINISTRATIVE
AGENT, EACH LENDER'S SHARE OF ALL NET AMOUNTS RECEIVED BY ADMINISTRATIVE AGENT
UNDER ANY OF THE LOAN DOCUMENTS PURSUANT TO THE LOAN AGREEMENT AMONG
ADMINISTRATIVE AGENT AND THE LENDERS DATED THE DATE HEREOF.
EACH LENDER SHALL
BE RESPONSIBLE FOR DESIGNATING BY WRITTEN NOTICE TO ADMINISTRATIVE AGENT THE
ACCOUNT TO WHICH SUCH DISTRIBUTION SHALL BE DEPOSITED.
(L)
LIMITATION OF SUITS.
ALL RIGHTS OF
ACTION AND CLAIMS UNDER THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS OF THE
LENDERS SHALL BE PROSECUTED AND ENFORCED ONLY BY ADMINISTRATIVE AGENT.
THE
LENDERS AGREE