GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED.
THE OBLIGATIONS OF THE
LENDERS UNDER THIS SECTION 10.6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
AND THE REPAYMENT OF THE OBLIGATIONS.
10.7
NON-RELIANCE ON AGENTS AND OTHER LENDERS.
EACH
LENDER AGREES THAT IT HAS RECEIVED CURRENT FINANCIAL INFORMATION WITH RESPECT TO
EACH BORROWER AND EACH OTHER OBLIGOR AND THAT IT HAS, INDEPENDENTLY AND WITHOUT
RELIANCE ON ANY AGENT OR ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS OF EACH
BORROWER AND EACH OTHER OBLIGOR AND DECISION TO ENTER INTO THIS AGREEMENT AND
THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY AGENT OR ANY OTHER
LENDER, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE
AT THE TIME, CONTINUE TO MAKE ITS OWN ANALYSIS AND DECISIONS IN TAKING OR NOT
TAKING ACTION UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
NONE OF
THE AGENTS SHALL BE REQUIRED TO KEEP ITSELF INFORMED AS TO THE PERFORMANCE OR
OBSERVANCE BY ANY OBLIGOR OF THIS AGREEMENT, THE LETTERS OF CREDIT OR ANY OF THE
OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENT REFERRED TO OR PROVIDED FOR HEREIN OR
THEREIN OR TO INSPECT THE PROPERTIES OR BOOKS OF ANY OBLIGOR.
EXCEPT FOR
NOTICES, REPORTS AND OTHER DOCUMENTS AND INFORMATION EXPRESSLY REQUIRED TO BE
FURNISHED TO THE LENDERS BY AN AGENT HEREUNDER, UNDER THE LETTERS OF CREDIT OR
THE OTHER LOAN DOCUMENTS, NONE OF THE AGENTS SHALL HAVE ANY DUTY OR
RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION
CONCERNING THE AFFAIRS, FINANCIAL CONDITION OR BUSINESS OF ANY OBLIGOR (OR ANY
OF THEIR AFFILIATES) WHICH MAY COME INTO THE POSSESSION OF ANY AGENT.
10.8
FAILURE TO ACT.
EXCEPT FOR ACTION EXPRESSLY
REQUIRED OF AN AGENT HEREUNDER, UNDER THE LETTERS OF CREDIT OR UNDER THE OTHER
LOAN DOCUMENTS, EACH AGENT SHALL IN ALL CASES BE FULLY JUSTIFIED IN FAILING OR
REFUSING TO ACT HEREUNDER AND THEREUNDER UNLESS IT SHALL RECEIVE FURTHER
ASSURANCES TO ITS SATISFACTION BY THE LENDERS OF THEIR INDEMNIFICATION
OBLIGATIONS UNDER SECTION 10.6 HEREOF AGAINST ANY AND ALL LIABILITY AND EXPENSE
WHICH MAY BE INCURRED BY IT BY REASON OF TAKING OR CONTINUING TO TAKE ANY SUCH
ACTION.
10.9
RESIGNATION OR REMOVAL OF AGENT.
SUBJECT TO THE
APPOINTMENT AND ACCEPTANCE OF A SUCCESSOR AGENT
AS PROVIDED BELOW, U.S. AGENT,
CANADIAN
AGENT, SINGAPORE AGENT AND U.K. AGENT, RESPECTIVELY,
MAY RESIGN AT
ANY TIME BY GIVING NOTICE THEREOF TO THE U.S. LENDERS, THE CANADIAN LENDERS,
SINGAPORE LENDERS AND U.K. LENDERS, RESPECTIVELY,
AND TO U.S. BORROWER,
CANADIAN BORROWERS, SINGAPORE LENDER AND U.K. BORROWER, RESPECTIVELY.
ANY AGENT
MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY THE MAJORITY LENDERS;
PROVIDED, THAT SUCH AGENT SHALL CONTINUE AS U.S. AGENT, CANADIAN AGENT,
SINGAPORE AGENT OR U.K. AGENT, AS THE CASE MAY BE,
UNTIL SUCH TIME AS ANY
SUCCESSOR SHALL HAVE ACCEPTED APPOINTMENT HEREUNDER AS U.S. AGENT, CANADIAN
AGENT, SINGAPORE AGENT OR U.K. AGENT, AS THE CASE