OR PERCENTAGE OF THE LENDERS AS SHALL
BE REQUIRED BY THE CREDIT DOCUMENTS) SHALL BE DEEMED TO CONSTITUTE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF THIS SECTION 12.7. IN THE CASE
OF ANY INVESTIGATION, LITIGATION OR PROCEEDING GIVING RISE TO ANY LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES OR DISBURSEMENTS OF ANY KIND WHATSOEVER THAT MAY AT ANY TIME OCCUR
(INCLUDING
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AT ANY TIME FOLLOWING THE PAYMENT OF THE LOANS), THIS SECTION 12.7 APPLIES
WHETHER ANY SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY
LENDER OR ANY OTHER PERSON. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER
SHALL REIMBURSE EACH AGENT UPON DEMAND FOR ITS RATABLE SHARE OF ANY COSTS OR
OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED BY SUCH AGENT IN
CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE RENDERED IN RESPECT OF RIGHTS OR
RESPONSIBILITIES UNDER, THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY
DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN, TO THE EXTENT THAT SUCH AGENT IS
NOT REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF THE BORROWER, PROVIDED THAT
SUCH REIMBURSEMENT BY THE LENDERS SHALL NOT AFFECT THE BORROWER'S CONTINUING
REIMBURSEMENT OBLIGATIONS WITH RESPECT THERETO. IF ANY INDEMNITY FURNISHED TO
ANY AGENT FOR ANY PURPOSE SHALL, IN THE OPINION OF SUCH AGENT, BE INSUFFICIENT
OR BECOME IMPAIRED, SUCH AGENT MAY CALL FOR ADDITIONAL INDEMNITY AND CEASE, OR
NOT COMMENCE, TO DO THE ACTS INDEMNIFIED AGAINST UNTIL SUCH ADDITIONAL INDEMNITY
IS FURNISHED; PROVIDED, IN NO EVENT SHALL THIS SENTENCE REQUIRE ANY LENDER TO
INDEMNIFY ANY AGENT AGAINST ANY LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY,
ACTION, JUDGMENT, SUIT, COST, EXPENSE OR DISBURSEMENT IN EXCESS OF SUCH LENDER'S
PRO RATA PORTION THEREOF; AND PROVIDED FURTHER, THIS SENTENCE SHALL NOT BE
DEEMED TO REQUIRE ANY LENDER TO INDEMNIFY ANY AGENT AGAINST ANY LIABILITY,
OBLIGATION, LOSS, DAMAGE, PENALTY, ACTION, JUDGMENT, SUIT, COST, EXPENSE OR
DISBURSEMENT RESULTING FROM SUCH AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE AGREEMENTS IN THIS SECTION 12.7 SHALL SURVIVE THE PAYMENT OF THE LOANS AND
ALL OTHER AMOUNTS PAYABLE HEREUNDER.
12.8.
AGENTS IN THEIR INDIVIDUAL CAPACITIES. EACH AGENT AND ITS
AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN ANY
KIND OF BUSINESS WITH THE BORROWER, ANY GUARANTOR, AND ANY OTHER CREDIT PARTY AS
THOUGH SUCH AGENT WERE NOT AN AGENT HEREUNDER AND UNDER THE OTHER CREDIT
DOCUMENTS. WITH RESPECT TO THE LOANS MADE BY IT, EACH AGENT SHALL HAVE THE SAME
RIGHTS AND POWERS UNDER THIS AGREEMENT AND THE OTHER CREDIT 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.
12.9.
SUCCESSOR AGENTS. EACH OF THE ADMINISTRATIVE AGENT AND COLLATERAL
AGENT MAY AT ANY TIME GIVE NOTICE OF ITS RESIGNATION TO THE LENDERS, THE LETTER
OF CREDIT ISSUER AND THE BORROWER. UPON RECEIPT OF ANY SUCH NOTICE OF
RESIGNATION, THE REQUIRED LENDERS SHALL HAVE