TO THE CONTRARY, ADMINISTRATIVE AGENT MAY, BUT SHALL HAVE NO
OBLIGATION TO, CONTINUE TO MAKE LOANS AND ISSUE OR CAUSE TO BE ISSUED LETTER OF
CREDIT ACCOMMODATIONS FOR THE RATABLE ACCOUNT AND RISK OF LENDERS FROM TIME TO
TIME IF ADMINISTRATIVE AGENT BELIEVES MAKING SUCH LOANS OR ISSUING OR CAUSING TO
BE ISSUED SUCH LETTER OF CREDIT ACCOMMODATIONS IS IN THE BEST INTERESTS OF
LENDERS.
(B)
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT, NO LENDER
MAY ASSERT OR EXERCISE ANY ENFORCEMENT RIGHT OR REMEDY IN RESPECT OF THE LOANS,
LETTER OF CREDIT ACCOMMODATIONS OR OTHER OBLIGATIONS, AS AGAINST ANY BORROWER OR
OBLIGOR OR ANY OF THE COLLATERAL OR OTHER PROPERTY OF ANY BORROWER OR OBLIGOR.
12.4
WELLS IN ITS INDIVIDUAL CAPACITY.
WITH RESPECT TO ITS COMMITMENT
AND THE LOANS MADE AND LETTER OF CREDIT ACCOMMODATIONS ISSUED OR CAUSED TO BE
ISSUED BY IT (AND ANY SUCCESSOR ACTING AS ADMINISTRATIVE AGENT), SO LONG AS
WELLS SHALL BE A LENDER HEREUNDER, IT SHALL HAVE THE SAME RIGHTS AND POWERS
HEREUNDER AS ANY OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT
ACTING AS ADMINISTRATIVE AGENT, AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS
THE CONTEXT OTHERWISE INDICATES, INCLUDE WELLS IN ITS INDIVIDUAL CAPACITY AS
LENDER HEREUNDER.
WELLS (AND ANY SUCCESSOR ACTING AS ADMINISTRATIVE AGENT) AND
ITS AFFILIATES MAY (WITHOUT HAVING TO ACCOUNT THEREFOR TO ANY LENDER) LEND MONEY
TO, MAKE INVESTMENTS IN AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH
BORROWERS (AND ANY OF ITS SUBSIDIARIES OR AFFILIATES) AS IF IT WERE NOT ACTING
AS ADMINISTRATIVE AGENT, AND WELLS AND ITS AFFILIATES MAY ACCEPT FEES AND OTHER
CONSIDERATION FROM ANY BORROWER OR GUARANTOR AND ANY OF ITS SUBSIDIARIES AND
AFFILIATES FOR SERVICES IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WITHOUT
HAVING TO ACCOUNT FOR THE SAME TO LENDERS.
12.5
INDEMNIFICATION.
LENDERS AGREE TO INDEMNIFY ADMINISTRATIVE AGENT
(TO THE EXTENT NOT REIMBURSED BY BORROWERS HEREUNDER AND WITHOUT LIMITING ANY
OBLIGATIONS OF BORROWERS HEREUNDER) RATABLY, IN ACCORDANCE WITH THEIR PRO RATA
SHARES, FOR ANY AND ALL CLAIMS OF ANY KIND AND NATURE WHATSOEVER THAT MAY BE
IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ADMINISTRATIVE AGENT (INCLUDING BY
ANY LENDER) ARISING OUT OF OR BY REASON OF ANY INVESTIGATION IN OR IN ANY WAY
RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR
ANY OTHER DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING THE COSTS AND EXPENSES
THAT ADMINISTRATIVE AGENT IS OBLIGATED TO PAY HEREUNDER) OR THE ENFORCEMENT OF
ANY OF THE TERMS HEREOF OR THEREOF OR OF ANY SUCH OTHER DOCUMENTS, PROVIDED,
THAT, NO LENDER SHALL BE LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT IT ARISES
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED
AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT
JURISDICTION.
THE FOREGOING INDEMNITY SHALL SURVIVE THE PAYMENT OF THE
OBLIGATIONS AND THE TERMINATION OR NON-RENEWAL OF THIS AGREEMENT.
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