ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT, 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 AGENT'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL AND NON-APPEALABLE DECISION).
(b)
Any Agent shall be fully justified in failing or refusing to take
any action hereunder and under any other Credit Document (except actions
expressly required to be taken by it hereunder or under the Credit Documents)
unless it shall first be indemnified to its satisfaction by the Lenders pro rata
against any and all liability, cost and expense that it may incur by reason of
taking or continuing to take any such action.
(c)
The agreements in this Section 10.07 shall survive the payment of
all Obligations.
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10.08
AGENTS IN THEIR INDIVIDUAL CAPACITIES.
WITH RESPECT TO ITS OBLIGATION TO
MAKE LOANS, OR ISSUE OR PARTICIPATE IN LETTERS OF CREDIT, UNDER THIS AGREEMENT,
EACH AGENT SHALL HAVE THE RIGHTS AND POWERS SPECIFIED HEREIN FOR A "LENDER" AND
MAY EXERCISE THE SAME RIGHTS AND POWERS AS THOUGH IT WERE NOT PERFORMING THE
DUTIES SPECIFIED HEREIN; AND THE TERM "LENDER", "MAJORITY LENDERS", "REQUIRED
LENDERS", "REQUIRED RF LENDER", "HOLDERS OF NOTES" OR ANY SIMILAR TERMS SHALL,
UNLESS THE CONTEXT CLEARLY OTHERWISE INDICATES, INCLUDE EACH AGENT IN ITS
INDIVIDUAL CAPACITY.
EACH AGENT AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM,
LEND MONEY TO, AND GENERALLY ENGAGE IN ANY KIND OF BANKING, INVESTMENT BANKING,
TRUST OR OTHER BUSINESS WITH, OR PROVIDE DEBT FINANCING, EQUITY CAPITAL OR OTHER
SERVICES (INCLUDING FINANCIAL ADVISORY SERVICES) TO, ANY CREDIT PARTY OR ANY
AFFILIATE OF ANY CREDIT PARTY (OR ANY PERSON ENGAGED IN A SIMILAR BUSINESS WITH
ANY CREDIT PARTY OR ANY AFFILIATE THEREOF) AS IF THEY WERE NOT PERFORMING THE
DUTIES SPECIFIED HEREIN, AND MAY ACCEPT FEES AND OTHER CONSIDERATION FROM ANY
CREDIT PARTY OR ANY AFFILIATE OF ANY CREDIT PARTY FOR SERVICES IN CONNECTION
WITH THIS AGREEMENT AND OTHERWISE WITHOUT HAVING TO ACCOUNT FOR THE SAME TO THE
LENDERS.
10.09
HOLDERS.
THE ADMINISTRATIVE AGENT MAY DEEM AND TREAT THE PAYEE OF ANY
NOTE AS THE OWNER THEREOF FOR ALL PURPOSES HEREOF UNLESS AND UNTIL A WRITTEN
NOTICE OF THE ASSIGNMENT, TRANSFER OR ENDORSEMENT THEREOF, AS THE CASE MAY BE,
SHALL HAVE BEEN FILED WITH THE ADMINISTRATIVE AGENT.
ANY REQUEST, AUTHORITY OR
CONSENT OF ANY PERSON OR ENTITY WHO, AT THE TIME OF MAKING SUCH REQUEST OR
GIVING SUCH AUTHORITY OR CONSENT, IS THE HOLDER OF ANY NOTE SHALL BE CONCLUSIVE
AND BINDING ON ANY SUBSEQUENT HOLDER, TRANSFEREE, ASSIGNEE OR ENDORSEE, AS THE
CASE MAY BE, OF SUCH NOTE OR OF ANY NOTE OR NOTES ISSUED IN EXCHANGE THEREFOR.
10.10
RESIGNATION OF THE AGENTS.
(A)
THE ADMINISTRATIVE AGENT MAY RESIGN FROM
THE PERFORMANCE OF ALL ITS FUNCTIONS AND DUTIES HEREUNDER AND/OR UNDER THE OTHER
CREDIT DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ITS FUNCTIONS AND DUTIES AS
COLLATERAL AGENT)