(FINANCIAL
OR OTHERWISE), PROSPECTS OR CREDITWORTHINESS OF THE BORROWERS OR ANY AFFILIATE
OF THE BORROWERS WHICH MAY COME INTO THE POSSESSION OF THE AGENT OR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES.
(H)
PURCHASERS INDEMNIFICATION.
THE PURCHASERS AGREE TO INDEMNIFY THE
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 IN
ACCORDANCE WITH THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES HELD BY THE
PURCHASERS 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 THE
AGENT IN ITS CAPACITY AS SUCH (INCLUDING BY ANY PURCHASER) 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 PROVIDED, THAT NO PURCHASER 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.
THE AGREEMENTS IN THIS
SECTION 11.18 SHALL SURVIVE THE PAYMENT OF THE NOTES AND ALL OTHER AMOUNTS
PAYABLE HEREUNDER.
(I)
AGENT IN ITS INDIVIDUAL CAPACITY, AND NOT AS AGENT.
THE AGENT AND
ITS AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH THE BORROWERS AS THOUGH THE AGENT WERE NOT THE AGENT.
WITH RESPECT TO ITS NOTES PURCHASED HEREUNDER THE AGENT SHALL HAVE THE SAME
RIGHTS AND POWERS UNDER THIS AGREEMENT, THE LOAN DOCUMENTS AND ANY RELATED
DOCUMENT AS ANY PURCHASER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE
AGENT, AND THE TERMS "PURCHASER" AND "PURCHASERS" SHALL INCLUDE THE AGENT IN ITS
INDIVIDUAL CAPACITY.
(J)
AGENT'S ABILITY TO EMPLOY AGENTS AND ATTORNEYS-IN-FACT.
THE AGENT
MAY EMPLOY AGENTS AND ATTORNEYS-IN-FACT AND SHALL NOT BE RESPONSIBLE, EXCEPT AS
TO MONEY OR
31
SECURITIES RECEIVED BY IT OR ITS AUTHORIZED AGENTS, FOR THE NEGLIGENCE OR
MISCONDUCT OF ANY SUCH AGENTS OR ATTORNEYS-IN-FACT SELECTED AND MONITORED BY IT
WITH REASONABLE CARE.
(K)
RESIGNATION OF AGENT.
THE AGENT MAY RESIGN AS AGENT UPON 30 DAYS'
WRITTEN NOTICE TO THE PURCHASERS AND THE BORROWERS.
IF THE AGENT SHALL RESIGN
AS AGENT UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS, THEN THE MAJORITY
PURCHASERS SHALL APPOINT FROM AMONG THE PURCHASERS OR THEIR AFFILIATES A
SUCCESSOR AGENT FOR THE PURCHASERS, WHICH SUCCESSOR AGENT SHALL (UNLESS AN EVENT
OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING) BE APPROVED BY THE BORROWERS
(WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED), WHEREUPON SUCH
SUCCESSOR AGENT SHALL SUCCEED TO THE RIGHTS, POWERS AND DUTIES OF THE AGENT, AND
THE TERM "AGENT" SHALL MEAN SUCH SUCCESSOR AGENT EFFECTIVE UPON SUCH APPOINTMENT
AND APPROVAL, AND THE FORMER AGENT'S RIGHTS, POWERS AND DUTIES AS AGENT SHALL BE
TERMINATED, WITHOUT ANY OTHER OR FURTHER ACT OR DEED ON THE PART OF SUCH FORMER
AGENT OR ANY OF THE PARTIES TO