REPRESENTS THAT IT
WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY AGENT 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 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 LOAN PARTIES AND THEIR AFFILIATES.
EXCEPT FOR NOTICES,
REPORTS AND OTHER DOCUMENTS EXPRESSLY REQUIRED TO BE FURNISHED TO THE
LENDERS
BY THE ADMINISTRATIVE AGENT OR THE CANADIAN AGENT, AS APPLICABLE, HEREUNDER, THE
ADMINISTRATIVE AGENT NOR THE CANADIAN AGENT SHALL 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 ANY LOAN PARTY OR ANY AFFILIATE OF
A LOAN PARTY THAT MAY COME INTO THE POSSESSION OF THE ADMINISTRATIVE AGENT OR
THE CANADIAN AGENT, AS APPLICABLE, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES.
102
9.7
INDEMNIFICATION.
THE LENDERS AGREE TO
INDEMNIFY EACH AGENT IN ITS CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY
THE BORROWERS AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWERS TO DO SO),
RATABLY ACCORDING TO THEIR RESPECTIVE AGGREGATE EXPOSURE PERCENTAGES IN EFFECT
ON THE DATE ON WHICH INDEMNIFICATION IS SOUGHT UNDER THIS SECTION (OR, IF
INDEMNIFICATION IS SOUGHT AFTER THE DATE UPON WHICH THE COMMITMENTS SHALL HAVE
TERMINATED AND THE LOANS SHALL HAVE BEEN PAID IN FULL, RATABLY IN ACCORDANCE
WITH SUCH AGGREGATE EXPOSURE PERCENTAGES 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 OR
OMITTED BY SUCH 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 THAT ARE FOUND BY A FINAL AND NONAPPEALABLE
DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH AGENT'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE AGREEMENTS IN THIS SECTION SHALL
SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
9.8
AGENT IN ITS INDIVIDUAL CAPACITY.
EACH
AGENT AND ITS AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY
ENGAGE IN ANY KIND OF BUSINESS WITH ANY LOAN PARTY AS THOUGH SUCH AGENT WAS NOT
AN AGENT.
WITH RESPECT TO ITS LOANS MADE OR RENEWED BY IT AND WITH RESPECT