LENDERS BY
THE ADMINISTRATIVE AGENT HEREUNDER, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY
DUTY OR RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER
INFORMATION CONCERNING THE BUSINESS, OPERATIONS, PROPERTY, CONDITION (FINANCIAL
OR OTHERWISE), PROSPECTS OR CREDITWORTHINESS OF ANY LOAN PARTY OR ANY AFFILIATE
OF A LOAN PARTY THAT MAY COME INTO THE POSSESSION OF THE ADMINISTRATIVE AGENT OR
ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR
AFFILIATES.
SECTION 8.07.
INDEMNIFICATION.
THE LENDERS AGREE TO INDEMNIFY
EACH AGENT IN ITS CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY THE BORROWER
AND WITHOUT LIMITING THE OBLIGATION OF
44
THE BORROWER TO DO SO), RATABLY ACCORDING TO THEIR RESPECTIVE AGGREGATE EXPOSURE
PERCENTAGES IN EFFECT ON THE DATE ON WHICH INDEMNIFICATION IS SOUGHT UNDER THIS
SECTION (OR, IF INDEMNIFICATION IS SOUGHT AFTER THE DATE UPON WHICH THE
COMMITMENTS SHALL HAVE TERMINATED AND THE LOANS SHALL HAVE BEEN PAID IN FULL,
RATABLY IN ACCORDANCE WITH SUCH AGGREGATE EXPOSURE PERCENTAGES IMMEDIATELY PRIOR
TO SUCH DATE), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
OF ANY KIND WHATSOEVER THAT MAY AT ANY TIME (WHETHER BEFORE OR AFTER THE PAYMENT
OF THE LOANS) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST SUCH AGENT IN ANY
WAY RELATING TO OR ARISING OUT OF, THE COMMITMENTS, THIS AGREEMENT, ANY OF THE
OTHER LOAN DOCUMENTS OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR
THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY ACTION TAKEN
OR OMITTED BY SUCH AGENT UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING;
PROVIDED THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS THAT ARE FOUND BY A FINAL AND NONAPPEALABLE
DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH AGENT'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE AGREEMENTS IN THIS SECTION SHALL
SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
SECTION 8.08.
AGENT IN ITS INDIVIDUAL CAPACITY.
EACH AGENT AND
ITS AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH ANY LOAN PARTY AS THOUGH SUCH AGENT WERE NOT AN
AGENT.
WITH RESPECT TO ITS LOANS MADE OR RENEWED BY IT, EACH AGENT SHALL HAVE
THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS
ANY LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT AN AGENT, AND THE
TERMS "LENDER" AND "LENDERS" SHALL INCLUDE EACH AGENT IN ITS INDIVIDUAL
CAPACITY.
SECTION 8.09.
SUCCESSOR ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT MAY RESIGN AS ADMINISTRATIVE AGENT UPON 10 DAYS' NOTICE TO
THE LENDERS AND THE BORROWER.
IF THE ADMINISTRATIVE AGENT SHALL RESIGN AS
ADMINISTRATIVE AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THEN THE
REQUIRED LENDERS SHALL APPOINT FROM AMONG THE LENDERS A SUCCESSOR AGENT FOR THE
LENDERS, WHICH SUCCESSOR AGENT SHALL (UNLESS AN EVENT OF DEFAULT UNDER
SECTION 7(A) OR