AND PURCHASE ITS INTERESTS HEREUNDER AND ENTER INTO THIS
AGREEMENT.
EACH BUYER ALSO REPRESENTS THAT IT WILL,
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INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER
BUYER, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE
AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT ANALYSIS, APPRAISALS AND DECISIONS
IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT AND THE OTHER PROGRAM
AGREEMENTS, AND TO MAKE SUCH INVESTIGATION AS IT DEEMS NECESSARY TO INFORM
ITSELF AS TO THE BUSINESS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITIONS
AND CREDITWORTHINESS OF THE SELLERS.
EXCEPT FOR NOTICES, REPORTS AND OTHER
DOCUMENTS EXPRESSLY REQUIRED TO BE FURNISHED TO THE BUYERS BY THE ADMINISTRATIVE
AGENT HEREUNDER OR OTHER UNDER THE OTHER PROGRAM AGREEMENT, THE ADMINISTRATIVE
AGENT SHALL NOT HAVE ANY DUTY OR RESPONSIBILITY TO PROVIDE ANY BUYER WITH ANY
CREDIT OR OTHER INFORMATION CONCERNING THE BUSINESS, OPERATIONS, PROPERTY,
CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS OR CREDITWORTHINESS OF THE SELLERS
WHICH MAY COME INTO THE POSSESSION OF THE ADMINISTRATIVE AGENT OR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS ATTORNEYS-IN-FACT OR AFFILIATES.
G.
INDEMNIFICATION.
THE BUYERS AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT IN ITS CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY
THE SELLERS AND WITHOUT LIMITING OR EXPANDING THE OBLIGATION OF THE SELLERS TO
DO SO), RATABLY ACCORDING TO THEIR RESPECTIVE PARTICIPATION PERCENTAGES IN
EFFECT ON THE DATE ON WHICH INDEMNIFICATION IS SOUGHT, FROM AND AGAINST ANY AND
ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY
TIME (INCLUDING, WITHOUT LIMITATION, AT ANY TIME FOLLOWING THE PAYMENT OF THE
REPURCHASE PRICE) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE
ADMINISTRATIVE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF, THIS AGREEMENT,
ANY OF THE OTHER PROGRAM AGREEMENTS 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 THE ADMINISTRATIVE AGENT UNDER OR IN CONNECTION WITH
ANY OF THE FOREGOING; PROVIDED THAT NO BUYER SHALL BE LIABLE FOR THE PAYMENT OF
ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING SOLELY
FROM THE ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE
AGREEMENTS IN THIS SECTION SHALL SURVIVE THE PAYMENT OF THE REPURCHASE PRICES
AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
H.
ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.
THE
ADMINISTRATIVE AGENT AND ITS AFFILIATES MAY PURCHASE ASSETS FROM, MAKE LOANS TO,
ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH THE
SELLERS AS THOUGH THE ADMINISTRATIVE AGENT WERE NOT THE ADMINISTRATIVE AGENT
HEREUNDER AND UNDER THE OTHER PROGRAM AGREEMENTS.
WITH RESPECT TO THE
TRANSACTIONS ENTERED INTO BY IT AND THE INTERESTS PURCHASED MADE BY IT, THE
ADMINISTRATIVE AGENT SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT
AND THE OTHER PROGRAM AGREEMENTS AS ANY BUYER AND MAY EXERCISE THE SAME AS
THOUGH IT WERE NOT THE ADMINISTRATIVE AGENT, AND THE TERMS "BUYER"