FOR BORROWERS), INDEPENDENT PUBLIC ACCOUNTANT AND OTHER EXPERTS SELECTED
BY IT.
SECTION 9.07.
INDEMNIFICATION.
TO THE EXTENT THAT AGENT BANK IS NOT
REIMBURSED AND INDEMNIFIED BY BORROWERS, LENDERS WILL REIMBURSE, WITHIN TEN
(10) BANKING BUSINESS DAYS AFTER NOTICE FROM AGENT BANK, AND INDEMNIFY AND
DEFEND AGENT BANK FOR AND AGAINST ANY AND ALL LIABILITIES AND COSTS WHICH MAY BE
IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST IT IN ANY WAY RELATING TO OR
ARISING OUT OF THIS CREDIT AGREEMENT, THE SECURITY DOCUMENTATION OR ANY OF THE
OTHER LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY AGENT BANK OR UNDER THIS
CREDIT AGREEMENT, THE SECURITY DOCUMENTATION OR ANY OF THE OTHER LOAN DOCUMENTS,
IN PROPORTION TO EACH LENDER'S PRO RATA SHARE; PROVIDED THAT NO LENDER SHALL BE
LIABLE FOR ANY PORTION OF SUCH LIABILITIES AND COSTS RESULTING FROM AGENT BANK'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE OBLIGATIONS OF LENDERS UNDER THIS
SECTION 9.07 SHALL SURVIVE THE PAYMENT IN FULL OF ALL OBLIGATIONS AND THE
TERMINATION OF THIS CREDIT AGREEMENT.
IN THE EVENT THAT AFTER PAYMENT AND
DISTRIBUTION OF ANY AMOUNT BY AGENT BANK TO LENDERS, ANY LENDER OR THIRD PARTY,
INCLUDING BORROWERS, ANY CREDITOR OF BORROWERS OR A TRUSTEE IN BANKRUPTCY,
RECOVERS FROM AGENT BANK ANY AMOUNT FOUND TO HAVE BEEN WRONGFULLY PAID TO AGENT
BANK OR DISBURSED BY AGENT BANK TO LENDERS, THEN LENDERS, IN PROPORTION TO THEIR
RESPECTIVE PRO RATA SHARES, SHALL REIMBURSE AGENT BANK FOR ALL SUCH AMOUNTS.
NOTWITHSTANDING THE FOREGOING, AGENT BANK SHALL NOT BE OBLIGATED TO ADVANCE
LIABILITIES AND COSTS AND MAY REQUIRE THE DEPOSIT BY EACH LENDER OF ITS PRO RATA
SHARE OF ANY MATERIAL LIABILITIES AND COSTS ANTICIPATED BY AGENT BANK BEFORE
THEY ARE INCURRED OR MADE PAYABLE.
SECTION 9.08.
AGENT INDIVIDUALLY.
WITH RESPECT TO ITS PRO RATA SHARE
OF THE AGGREGATE COMMITMENT HEREUNDER AND THE BORROWINGS MADE BY IT, AGENT BANK
SHALL HAVE AND MAY EXERCISE THE SAME RIGHTS AND POWERS HEREUNDER AND IS SUBJECT
TO THE SAME OBLIGATIONS AND LIABILITIES AS AND TO THE EXTENT SET FORTH HEREIN
FOR ANY OTHER LENDER.
THE TERMS "LENDERS", "REQUISITE LENDERS" OR ANY SIMILAR
TERMS MAY INCLUDE AGENT BANK IN ITS INDIVIDUAL CAPACITY AS A LENDER OR ONE OF
THE REQUISITE LENDERS, BUT REQUISITE LENDERS SHALL NOT INCLUDE AGENT BANK SOLELY
IN ITS CAPACITY AS AGENT BANK AND NEED NOT NECESSARILY INCLUDE AGENT BANK IN ITS
CAPACITY AS A LENDER.
AGENT BANK AND ANY LENDER AND ITS AFFILIATES MAY ACCEPT
DEPOSITS FROM, LEND MONEY TO, AND GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST
OR OTHER BUSINESS WITH BORROWERS OR ANY OF THEIR AFFILIATES AS IF IT WERE NOT
ACTING AS AGENT BANK OR LENDER PURSUANT HERETO.
121
SECTION 9.09.
SUCCESSOR AGENT BANK; RESIGNATION OF AGENT BANK; REMOVAL
OF AGENT BANK.
A.
AGENT BANK MAY RESIGN FROM THE PERFORMANCE OF ALL ITS FUNCTIONS
AND DUTIES HEREUNDER AT ANY TIME BY GIVING AT LEAST THIRTY (30) BANKING BUSINESS
DAYS' PRIOR WRITTEN NOTICE TO LENDERS AND BORROWERS, AND SHALL AUTOMATICALLY
CEASE TO BE AGENT BANK HEREUNDER