FOR ANY SUCH AMOUNTS INCURRED BY OR ASSERTED
AGAINST THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY DISPUTE BETWEEN THE
ADMINISTRATIVE AGENT AND ANY LENDER OR BETWEEN TWO OR MORE OF THE LENDERS), OR
THE ENFORCEMENT OF ANY OF THE TERMS OF THE LOAN DOCUMENTS OR OF ANY SUCH OTHER
DOCUMENTS, PROVIDED THAT (X) NO LENDER SHALL BE LIABLE FOR ANY OF THE FOREGOING
TO THE EXTENT ANY OF THE FOREGOING IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT
BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT AND (Y) ANY INDEMNIFICATION
REQUIRED PURSUANT TO SECTION 3.5(G) SHALL, NOTWITHSTANDING THE PROVISIONS OF
THIS SECTION 10.8, BE PAID BY THE RELEVANT LENDER IN ACCORDANCE WITH THE
PROVISIONS THEREOF.
THE OBLIGATIONS OF THE LENDERS UNDER THIS SECTION 10.8
SHALL SURVIVE PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT.
10.9
NOTICE OF DEFAULT.
THE ADMINISTRATIVE AGENT SHALL NOT BE DEEMED TO HAVE
KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR UNMATURED DEFAULT
HEREUNDER UNLESS THE ADMINISTRATIVE AGENT HAS RECEIVED WRITTEN NOTICE FROM A
LENDER OR THE BORROWER REFERRING TO THIS AGREEMENT, DESCRIBING SUCH DEFAULT OR
UNMATURED DEFAULT AND STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT".
IN THE
EVENT THAT THE ADMINISTRATIVE AGENT RECEIVES SUCH A NOTICE, THE ADMINISTRATIVE
AGENT SHALL GIVE PROMPT NOTICE THEREOF TO THE LENDERS.
10.10
RIGHTS AS A LENDER.
IN THE EVENT THE ADMINISTRATIVE
AGENT IS A LENDER, THE ADMINISTRATIVE AGENT SHALL HAVE THE SAME RIGHTS AND
POWERS HEREUNDER AND UNDER ANY OTHER LOAN DOCUMENT WITH RESPECT TO ITS
COMMITMENT AND ITS LOANS AS ANY LENDER AND MAY EXERCISE THE SAME AS THOUGH IT
WERE NOT THE ADMINISTRATIVE AGENT, AND THE TERM "LENDER" OR "LENDERS" SHALL, AT
ANY TIME WHEN THE ADMINISTRATIVE AGENT IS A LENDER, UNLESS THE CONTEXT OTHERWISE
INDICATES, INCLUDE THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.
THE
ADMINISTRATIVE AGENT AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO,
AND GENERALLY ENGAGE IN ANY KIND OF TRUST, DEBT, EQUITY OR OTHER TRANSACTION, IN
ADDITION TO THOSE CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
WITH THE BORROWER OR ANY OF ITS SUBSIDIARIES IN WHICH THE BORROWER OR SUCH
SUBSIDIARY IS NOT RESTRICTED HEREBY FROM ENGAGING WITH ANY OTHER PERSON.
THE
ADMINISTRATIVE AGENT, IN ITS INDIVIDUAL CAPACITY, IS NOT OBLIGATED TO REMAIN A
LENDER.
10.11
LENDER CREDIT DECISION.
EACH LENDER ACKNOWLEDGES
THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT,
EITHER JOINT LEAD ARRANGER OR ANY OTHER LENDER AND BASED ON THE FINANCIAL
STATEMENTS PREPARED BY THE BORROWER AND SUCH OTHER DOCUMENTS AND INFORMATION AS
IT HAS DEEMED APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
EACH LENDER ALSO ACKNOWLEDGES
THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT,
EITHER JOINT LEAD ARRANGER OR ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT DECISIONS