AMENDMENT, OR ENFORCEMENT
(WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF, OR LEGAL
ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT, OR ANY DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN, TO THE
EXTENT THAT AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF
BORROWER.
THE UNDERTAKING IN THIS SECTION SHALL SURVIVE THE PAYMENT OF ALL
OBLIGATIONS HEREUNDER AND THE RESIGNATION OR REPLACEMENT OF AGENT.
16.8.
AGENT IN INDIVIDUAL CAPACITY.
BBH AND ITS
AFFILIATES MAY MAKE LOANS TO, ISSUE LETTERS OF CREDIT FOR THE ACCOUNT OF, ACCEPT
DEPOSITS FROM, ACQUIRE EQUITY INTERESTS IN, AND GENERALLY ENGAGE IN ANY KIND OF
BANKING, TRUST, FINANCIAL ADVISORY, UNDERWRITING, OR OTHER BUSINESS WITH
BORROWER AND ITS AFFILIATES AND ANY OTHER PERSON PARTY TO ANY LOAN DOCUMENTS AS
THOUGH BBH WERE NOT AGENT HEREUNDER, AND, IN EACH CASE, WITHOUT NOTICE TO OR
CONSENT OF THE OTHER MEMBERS OF THE LENDERS.
THE LENDERS ACKNOWLEDGE THAT,
PURSUANT TO SUCH ACTIVITIES, BBH OR ITS AFFILIATES MAY RECEIVE INFORMATION
REGARDING BORROWER AND ANY OTHER PERSON
PARTY TO ANY LOAN DOCUMENTS THAT IS
SUBJECT TO CONFIDENTIALITY OBLIGATIONS IN FAVOR OF BORROWER OR SUCH OTHER PERSON
AND THAT PROHIBIT THE DISCLOSURE OF SUCH INFORMATION TO THE LENDERS, AND THE
LENDERS ACKNOWLEDGE THAT, IN SUCH CIRCUMSTANCES (AND IN THE ABSENCE OF A WAIVER
OF SUCH CONFIDENTIALITY
55
OBLIGATIONS, WHICH WAIVER AGENT WILL USE ITS REASONABLE BEST EFFORTS TO OBTAIN),
AGENT SHALL NOT BE UNDER ANY OBLIGATION TO PROVIDE SUCH INFORMATION TO THEM.
THE TERMS "LENDER" AND "LENDERS" INCLUDE BBH IN ITS INDIVIDUAL CAPACITY.
16.9.
SUCCESSOR AGENT.
AGENT MAY RESIGN AS AGENT UPON 45
DAYS NOTICE TO THE LENDERS.
IF AGENT RESIGNS UNDER THIS AGREEMENT, THE REQUIRED
LENDERS SHALL APPOINT A SUCCESSOR AGENT FOR THE LENDERS.
IF NO SUCCESSOR AGENT
IS APPOINTED PRIOR TO THE EFFECTIVE DATE OF THE RESIGNATION OF AGENT, AGENT MAY
APPOINT, AFTER CONSULTING WITH THE LENDERS, A SUCCESSOR AGENT.
IF AGENT HAS
MATERIALLY BREACHED OR FAILED TO PERFORM ANY MATERIAL PROVISION OF THIS
AGREEMENT OR OF APPLICABLE LAW, THE REQUIRED LENDERS MAY AGREE IN WRITING TO
REMOVE AND REPLACE AGENT WITH A SUCCESSOR AGENT FROM AMONG THE LENDERS.
IN ANY
SUCH EVENT, UPON THE ACCEPTANCE OF ITS APPOINTMENT AS SUCCESSOR AGENT HEREUNDER,
SUCH SUCCESSOR AGENT SHALL SUCCEED TO ALL THE RIGHTS, POWERS, AND DUTIES OF THE
RETIRING AGENT AND THE TERM "AGENT" SHALL MEAN SUCH SUCCESSOR AGENT AND THE
RETIRING AGENT'S APPOINTMENT, POWERS, AND DUTIES AS AGENT SHALL BE TERMINATED.
AFTER ANY RETIRING AGENT'S RESIGNATION HEREUNDER AS AGENT, THE PROVISIONS OF
THIS SECTION 16 SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO
BE TAKEN BY IT WHILE IT WAS AGENT UNDER THIS AGREEMENT.
IF NO SUCCESSOR AGENT
HAS ACCEPTED APPOINTMENT AS AGENT BY THE DATE WHICH IS 45 DAYS FOLLOWING A
RETIRING AGENT'S NOTICE OF RESIGNATION, THE RETIRING AGENT'S RESIGNATION SHALL
NEVERTHELESS THEREUPON BECOME EFFECTIVE AND THE LENDERS SHALL PERFORM ALL OF THE
DUTIES OF AGENT HEREUNDER UNTIL SUCH TIME, IF ANY, AS THE LENDERS