ANALYSIS, APPRAISALS AND DECISIONS IN TAKING OR NOT TAKING
ACTION UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND TO MAKE SUCH
INVESTIGATION AS IT DEEMS NECESSARY TO INFORM ITSELF AS TO THE BUSINESS,
OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION AND CREDITWORTHINESS OF THE
LOAN PARTIES AND THEIR AFFILIATES.
EXCEPT FOR NOTICES, REPORTS AND OTHER
DOCUMENTS EXPRESSLY REQUIRED TO BE FURNISHED TO THE LENDERS BY THE
ADMINISTRATIVE AGENT HEREUNDER, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY
OR RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION
CONCERNING THE BUSINESS, OPERATIONS, PROPERTY, CONDITION (FINANCIAL OR
OTHERWISE), PROSPECTS OR CREDITWORTHINESS OF ANY LOAN PARTY OR ANY AFFILIATE OF
A LOAN PARTY THAT MAY COME INTO THE POSSESSION OF THE ADMINISTRATIVE AGENT OR
ANY OF ITS RELATED PARTIES.
10.7.
INDEMNIFICATION.
THE LENDERS AGREE TO INDEMNIFY
EACH AGENT IN ITS CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY THE BORROWER
AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), RATABLY ACCORDING
TO THEIR RESPECTIVE AGGREGATE EXPOSURE PERCENTAGES IN EFFECT ON THE DATE ON
WHICH INDEMNIFICATION IS SOUGHT UNDER THIS SECTION (OR, IF INDEMNIFICATION IS
SOUGHT AFTER THE DATE UPON WHICH THE COMMITMENTS SHALL HAVE TERMINATED AND THE
LOANS SHALL HAVE BEEN PAID IN FULL, RATABLY IN ACCORDANCE WITH SUCH AGGREGATE
EXPOSURE PERCENTAGES IMMEDIATELY PRIOR TO SUCH DATE), FROM AND AGAINST ANY AND
ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND WHATSOEVER THAT MAY AT ANY
TIME (WHETHER BEFORE OR AFTER THE PAYMENT OF THE LOANS) BE IMPOSED ON, INCURRED
BY OR ASSERTED AGAINST SUCH AGENT IN ANY WAY RELATING TO OR ARISING OUT OF, THE
COMMITMENTS, THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY DOCUMENTS
CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY OR ANY ACTION TAKEN OR OMITTED BY SUCH AGENT
UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING; PROVIDED THAT NO LENDER SHALL
BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS THAT ARE FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH AGENT'S GROSS NEGLIGENCE, BAD
FAITH OR WILLFUL MISCONDUCT.
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE
PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
10.8.
AGENT IN ITS INDIVIDUAL CAPACITY.
EACH AGENT AND
ITS AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH ANY LOAN PARTY AS THOUGH SUCH AGENT WERE NOT AN
AGENT.
WITH RESPECT TO ITS LOANS MADE OR RENEWED BY IT AND WITH RESPECT TO ANY
LETTER OF CREDIT ISSUED OR PARTICIPATED IN BY IT, EACH AGENT SHALL HAVE THE SAME
RIGHTS AND POWERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ANY
LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT AN AGENT, AND THE TERMS
"LENDER" AND "LENDERS" SHALL INCLUDE EACH AGENT IN ITS INDIVIDUAL