ADVICE IN RESPECT OF RIGHTS OR
RESPONSIBILITIES UNDER, THIS AGREEMENT TO THE EXTENT THAT THE AGENT IS NOT
REIMBURSED FOR SUCH EXPENSES BY TBC OR ANY OTHER BORROWER.
(B)
EACH LENDER SEVERALLY AGREES TO INDEMNIFY
THE ISSUING BANKS (TO THE EXTENT NOT PROMPTLY REIMBURSED BY TBC) FROM AND
AGAINST SUCH LENDER'S RATABLE SHARE OF ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED
BY, OR ASSERTED AGAINST ANY ISSUING BANK IN ANY WAY RELATING TO OR ARISING OUT
OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY SUCH ISSUING BANK HEREUNDER
OR IN CONNECTION HEREWITH; PROVIDED, THAT NO LENDER SHALL BE LIABLE FOR ANY
PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM SUCH ISSUING
BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WITHOUT LIMITATION OF THE
FOREGOING, EACH LENDER AGREES TO REIMBURSE ANY SUCH ISSUING BANK PROMPTLY UPON
DEMAND FOR ITS RATABLE SHARE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING COUNSEL
FEES) PAYABLE BY TBC UNDER SECTION 8.3, TO THE EXTENT THAT SUCH ISSUING BANK IS
NOT PROMPTLY REIMBURSED FOR SUCH COSTS AND EXPENSES BY TBC.
(C)
THE FAILURE OF ANY LENDER TO REIMBURSE THE
AGENT OR ANY ISSUING BANK PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY
AMOUNT REQUIRED TO BE PAID BY THE LENDERS TO THE AGENT AS PROVIDED HEREIN SHALL
NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATION HEREUNDER TO REIMBURSE THE AGENT
OR ANY ISSUING BANK FOR ITS RATABLE SHARE OF SUCH AMOUNT, BUT NO LENDER SHALL BE
RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO REIMBURSE THE AGENT OR ANY
ISSUING BANK FOR SUCH OTHER LENDER'S RATABLE SHARE OF SUCH AMOUNT.
WITHOUT
PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF ANY LENDER HEREUNDER, THE
AGREEMENT AND OBLIGATIONS OF EACH LENDER CONTAINED IN THIS SECTION 7.5 SHALL
SURVIVE THE PAYMENT IN FULL OF PRINCIPAL, INTEREST AND ALL OTHER AMOUNTS PAYABLE
HEREUNDER AND UNDER THE NOTES.
EACH OF THE AGENT AND EACH ISSUING BANK AGREES
TO RETURN TO THE LENDERS THEIR RESPECTIVE RATABLE SHARES OF ANY AMOUNTS PAID
UNDER THIS SECTION 7.5 THAT ARE SUBSEQUENTLY REIMBURSED BY TBC OR ANY BORROWER.
IN THE CASE OF ANY INVESTIGATION, LITIGATION OR PROCEEDING GIVING RISE TO ANY
INDEMNIFIED COSTS, THIS SECTION 7.5 APPLIES WHETHER ANY SUCH INVESTIGATION,
LITIGATION OR PROCEEDING IS BROUGHT BY THE AGENT, ANY LENDER OR A THIRD PARTY.
7.6
SUCCESSOR AGENT.
THE AGENT MAY RESIGN AT
ANY TIME BY GIVING WRITTEN NOTICE THEREOF TO THE LENDERS AND TBC AND MAY BE
REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY THE MAJORITY LENDERS.
UPON ANY
SUCH RESIGNATION OR REMOVAL, THE MAJORITY LENDERS SHALL HAVE THE RIGHT, WITH THE
CONSENT OF TBC (IF NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING), WHICH
SHALL NOT BE UNREASONABLY WITHHELD, TO APPOINT A SUCCESSOR AGENT, WHICH SHALL BE
A COMMERCIAL BANK ORGANIZED OR LICENSED UNDER THE LAWS OF THE UNITED STATES OF
AMERICA