OTHER LOAN PARTIES.
THE AGENT AGREES TO PROMPTLY FURNISH TO
EACH LENDER A COPY OF ALL NOTICES, REPORTS AND OTHER DOCUMENTS RECEIVED BY IT
FROM THE BORROWER; PROVIDED THAT THE 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 THE BORROWER OR ANY OTHER LOAN
PARTY WHICH MAY OTHERWISE COME INTO THE POSSESSION OF THE AGENT OR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT, SUBSIDIARIES OR
AFFILIATES EXCEPT SUCH AS MAY COME INTO THE POSSESSION OF THE EMPLOYEES OF AGENT
THEN HAVING THE RESPONSIBILITY FOR THE ADMINISTRATION OF THIS AGREEMENT.
8.7
INDEMNIFICATION.
THE LENDERS HEREBY INDEMNIFY THE 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 THE
RESPECTIVE AMOUNTS OF THEIR AGGREGATE TOTAL COMMITMENT PERCENTAGES, FROM AND
AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, REASONABLE COSTS (INCLUDING, WITHOUT LIMITATION, THE
ALLOCATED COST OF INTERNAL COUNSEL), REASONABLE EXPENSES OR DISBURSEMENTS OF ANY
KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, AT ANY
TIME FOLLOWING THE PAYMENT OF THE NOTES) BE IMPOSED ON, INCURRED BY OR ASSERTED
AGAINST THE AGENT, IN ITS CAPACITY AS SUCH, BUT NOT AS A LENDER HEREUNDER, IN
ANY WAY RELATING TO OR ARISING OUT OF 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 THE AGENT UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING; PROVIDED THAT (A)
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 TO THE EXTENT RESULTING FROM THE AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT; (B) THE AGENT SHALL NOT BE PERMITTED TO SETOFF
ANY AMOUNTS OWED HEREUNDER AGAINST ANY LENDER'S PRO RATA SHARE OF ANY PAYMENT TO
BE MADE TO SUCH LENDER PURSUANT TO SECTION 2.11; AND (C) UPON THE REASONABLE
REQUEST OF ANY LENDER (WHICH REQUEST SHALL NOT BE MADE MORE THAN ONCE IN ANY
MONTH), THE AGENT SHALL PROVIDE SUCH LENDER WITH COPIES OF INVOICES OR OTHER
REASONABLY DETAILED WRITTEN EVIDENCE OF SUCH EXPENSES AND DISBURSEMENTS.
THE
AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, THE
EXPIRATION OF THE LETTERS OF CREDIT AND THE PAYMENT OF THE NOTES AND ALL OTHER
AMOUNTS PAYABLE HEREUNDER.
8.8
AGENT IN ITS INDIVIDUAL CAPACITY.
THE AGENT AND ITS AFFILIATES
MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN ANY KIND OF
BUSINESS WITH THE BORROWER AND THE OTHER LOAN PARTIES AS THOUGH THE AGENT WERE
NOT THE AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS.
WITH RESPECT TO THE
AGENT, THE LOANS MADE BY THE AGENT, THE LETTERS OF CREDIT PARTICIPATED IN BY THE
AGENT AND THE NOTES ISSUED TO