EXCEPT TO THE EXTENT THAT THIS AGREEMENT EXPRESSLY REQUIRES THAT
SUCH ACTION BE TAKEN, OR NOT BE TAKEN, ONLY WITH THE CONSENT OR UPON THE
AUTHORIZATION OF ALL OF THE LENDERS.
SECTION 9.4.
RIGHTS AS A LENDER.
WITH RESPECT TO THE LOAN MADE BY
IT, AGENT IN ITS CAPACITY AS A LENDER HEREUNDER SHALL HAVE THE SAME RIGHTS AND
POWERS HEREUNDER AS ANY OTHER LENDER AND MY EXERCISE THE SAME AS THOUGH IT WERE
NOT ACTING AS AGENT, AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS THE
CONTEXT OTHERWISE INDICATES, INCLUDE AGENT IN ITS INDIVIDUAL CAPACITY. AGENT AND
ITS AFFILIATES MAY (WITHOUT HAVING TO ACCOUNT THEREFOR TO ANY LENDER) LEND MONEY
TO, MAKE INVESTMENTS IN AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH
BORROWER OR ANY OF THEIR AFFILIATES AS IF IT WERE NOT ACTING AS AGENT, AND AGENT
AND ITS AFFILIATES MAY ACCEPT FEES AND OTHER CONSIDERATION FROM BORROWER OR SUCH
AFFILIATE FOR SERVICES IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WITHOUT
HAVING TO ACCOUNT FOR THE SAME TO THE LENDERS.
SECTION 9.5.
INDEMNIFICATION.
THE LENDERS AGREE TO INDEMNIFY AGENT
(TO THE EXTENT NOT REIMBURSED BY BORROWER, BUT WITHOUT LIMITING THE OBLIGATIONS
OF BORROWER UNDER THE LOAN DOCUMENTS) RATABLY IN ACCORDANCE WITH THEIR
RESPECTIVE INTERESTS IN THE LOAN, FOR ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER THAT MAY BE IMPOSED ON, INCURRED
BY OR ASSERTED AGAINST AGENT (INCLUDING BY ANY LENDER) ARISING OUT OF OR BY
REASON OF ANY INVESTIGATION IN OR IN ANY WAY RELATING TO OR ARISING OUT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OTHER DOCUMENTS CONTEMPLATED BY OR
REFERRED TO HEREIN OR THEREIN OR THE TRANSACTION (INCLUDING, WITHOUT LIMITATION,
THE COSTS AND EXPENSES THAT BORROWER IS OBLIGATED TO PAY UNDER THE LOAN
DOCUMENTS, BUT EXCLUDING, UNLESS A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, NORMAL ADMINISTRATIVE COSTS AND EXPENSES INCIDENT TO THE
PERFORMANCE OF ITS AGENCY DUTIES HEREUNDER) OR THE ENFORCEMENT OF ANY OF THE
TERMS HEREOF OR THEREOF OR OF ANY SUCH OTHER DOCUMENTS, PROVIDED THAT NO LENDER
SHALL BE LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED.
SECTION 9.6.
NON-RELIANCE ON AGENT AND OTHER LENDERS.
EACH LENDER
AGREES AND ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE ON AGENT
OR ANY OTHER LENDER, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS
DEEMED APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS OF BORROWER AND ITS OWN
DECISION TO ENTER INTO THIS AGREEMENT AND THAT IT WILL, INDEPENDENTLY AND
WITHOUT RELIANCE UPON 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
ANALYSIS AND DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT OR
UNDER ANY OTHER
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LOAN DOCUMENT. AGENT SHALL NOT BE REQUIRED TO KEEP ITSELF INFORMED AS TO