benefit of such
retiring Administrative Agent and/or Collateral Agent, as applicable, its
respective sub-agents and their respective Affiliates in respect of any actions
taken or omitted to be taken by any of them while it was acting as
Administrative Agent and/or Collateral Agent, as applicable.
SECTION 10.07
NON-RELIANCE ON AGENTS AND OTHER LENDERS.
EACH LENDER
ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENTS OR
ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS
AGREEMENT.
EACH LENDER ALSO ACKNOWLEDGES
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THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENTS OR ANY OTHER
LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL FROM TIME TO TIME
DEEM APPROPRIATE, CONTINUE TO MAKE ITS OWN DECISIONS IN TAKING OR NOT TAKING
ACTION UNDER OR BASED UPON THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR RELATED
AGREEMENT OR ANY DOCUMENT FURNISHED HEREUNDER OR THEREUNDER.
SECTION 10.08
NO OTHER ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT.
THE
LENDERS IDENTIFIED IN THIS AGREEMENT, THE CO-SYNDICATION AGENTS AND THE
CO-DOCUMENTATION AGENTS SHALL NOT HAVE ANY RIGHT, POWER, OBLIGATION, LIABILITY,
RESPONSIBILITY OR DUTY UNDER THIS AGREEMENT OTHER THAN THOSE APPLICABLE TO ALL
LENDERS.
WITHOUT LIMITING THE FOREGOING, NEITHER THE CO-SYNDICATION AGENTS NOR
THE CO-DOCUMENTATION AGENTS SHALL HAVE OR BE DEEMED TO HAVE A FIDUCIARY
RELATIONSHIP WITH ANY LENDER.
EACH LENDER HEREBY MAKES THE SAME ACKNOWLEDGMENTS
WITH RESPECT TO THE CO-SYNDICATION AGENTS AND THE CO-DOCUMENTATION AGENTS AS IT
MAKES WITH RESPECT TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT OR ANY
OTHER LENDER IN THIS ARTICLE X.
NOTWITHSTANDING THE FOREGOING, THE PARTIES
HERETO ACKNOWLEDGE THAT THE CO-SYNDICATION AGENTS AND THE CO-DOCUMENTATION
AGENTS HOLD SUCH TITLES IN NAME ONLY, AND THAT SUCH TITLES CONFER NO ADDITIONAL
RIGHTS OR OBLIGATIONS RELATIVE TO THOSE CONFERRED ON ANY LENDER HEREUNDER.
SECTION 10.09
INDEMNIFICATION.
THE LENDERS SEVERALLY AGREE TO INDEMNIFY EACH
AGENT IN ITS CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY THE BORROWERS OR
THE GUARANTORS AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWERS OR THE
GUARANTORS TO DO SO), RATABLY ACCORDING TO THEIR RESPECTIVE OUTSTANDING LOANS
AND COMMITMENTS IN EFFECT ON THE DATE ON WHICH INDEMNIFICATION IS SOUGHT UNDER
THIS SECTION 10.09 (OR, IF INDEMNIFICATION IS SOUGHT AFTER THE DATE UPON WHICH
ALL COMMITMENTS SHALL HAVE TERMINATED AND THE LOANS SHALL HAVE BEEN PAID IN
FULL, RATABLY IN ACCORDANCE WITH SUCH OUTSTANDING LOANS AND COMMITMENTS AS IN
EFFECT 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