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 LOAN DOCUMENTS,
AND TO MAKE SUCH INVESTIGATION AS IT DEEMS NECESSARY TO INFORM ITSELF AS TO THE
BUSINESS, OPERATIONS, PROPERTY, FINANCIAL (AND OTHER) CONDITION AND
CREDITWORTHINESS OF THE BORROWER.
EXCEPT FOR NOTICES, REPORTS AND OTHER
DOCUMENTS EXPRESSLY REQUIRED TO BE FURNISHED TO THE LENDERS BY THE
ADMINISTRATIVE AGENT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE
ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR RESPONSIBILITY TO PROVIDE ANY LENDER
WITH ANY CREDIT OR OTHER INFORMATION CONCERNING THE BUSINESS, OPERATIONS,
PROPERTY, FINANCIAL (AND OTHER) CONDITION OR CREDITWORTHINESS OF THE BORROWER
WHICH MAY COME INTO THE POSSESSION OF THE ADMINISTRATIVE AGENT OR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES.
SECTION 14.7
INDEMNIFICATION.
THE LENDERS AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT IN ITS CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY
THE BORROWER AND WITHOUT LIMITING ANY OBLIGATION OF THE BORROWER TO DO SO),
RATABLY ACCORDING TO THEIR RESPECTIVE COMMITMENT PERCENTAGES, 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 NOTES) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE
ADMINISTRATIVE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR
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 ADMINISTRATIVE AGENT UNDER OR IN CONNECTION WITH ANY OF
THE FOREGOING; PROVIDED THAT 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 RESULTING SOLELY FROM THE
ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR RESULTING
SOLELY FROM TRANSACTIONS OR OCCURRENCES THAT OCCUR AT A TIME AFTER THE
"EFFECTIVE DATE" OF ANY ASSIGNMENT BY SUCH LENDER OF ALL OF ITS INTERESTS,
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT PURSUANT TO SECTION 13.1 OR, IN THE
CASE OF A LENDER TO WHICH AN ASSIGNMENT IS MADE HEREUNDER PURSUANT TO SECTION
13.1, AT A TIME BEFORE THE "EFFECTIVE DATE" OF ANY SUCH ASSIGNMENT.
THE
AGREEMENTS IN THIS SUBSECTION SHALL SURVIVE THE PAYMENT OF THE NOTES, THE
SECURED OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER AND THE TERMINATION
OF THIS AGREEMENT.
SECTION 14.8
AGENT IN ITS INDIVIDUAL CAPACITY.
THE INSTITUTION AT THE
TIME ACTING AS THE ADMINISTRATIVE AGENT AND ITS AFFILIATES MAY MAKE LOANS TO,
ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH THE
BORROWER AND ITS SUBSIDIARIES AS IF IT WERE NOT THE ADMINISTRATIVE AGENT
HEREUNDER.
WITH RESPECT TO ITS COMMITMENT, THE LOANS MADE OR RENEWED BY IT, ANY
NOTE ISSUED TO IT AND ANY LETTER OF CREDIT ISSUED BY IT, SUCH INSTITUTION SHALL