AGENT OR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES.
10.7.
INDEMNIFICATION.
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREBY ARE CONSUMMATED, THE LENDERS AGREE TO INDEMNIFY EACH 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 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 AND THE RESIGNATION OR
REPLACEMENT OF THE AGENT.
10.8.
AGENT IN ITS INDIVIDUAL CAPACITY.
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 AND WITH RESPECT TO ANY LETTER OF CREDIT ISSUED OR
PARTICIPATED IN 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.
10.9.
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY
RESIGN AS ADMINISTRATIVE AGENT UPON TEN DAYS' NOTICE TO THE LENDERS AND THE
BORROWERS.
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 BE SUBJECT TO APPROVAL BY THE BORROWERS (WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED AND SHALL NOT BE REQUIRED IF AN
EVENT OF DEFAULT EXISTS AND IS CONTINUING), WHEREUPON SUCH SUCCESSOR AGENT SHALL
SUCCEED TO THE RIGHTS, POWERS AND DUTIES