ANY ACTIONS TAKEN OR OMITTED TO BE
TAKEN BY IT WHILE IT WAS ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.
SECTION 9.07.JOINT LEAD ARRANGERS AND BOOKRUNNERS AND SYNDICATION AGENT.
THE
JOINT LEAD ARRANGERS AND BOOKRUNNERS AND SYNDICATION AGENT NAMED ON THE COVER
PAGE OF THIS AGREEMENT, IN THEIR CAPACITIES AS SUCH, SHALL HAVE NO OBLIGATION,
RESPONSIBILITY OR REQUIRED PERFORMANCE HEREUNDER AND SHALL NOT BECOME LIABLE IN
ANY MANNER TO ANY PARTY HERETO IN RESPECT HEREOF.
SECTION 9.08.INDEMNIFICATION.
THE ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO
TAKE ANY ACTION HEREUNDER OR TO PROSECUTE OR DEFEND ANY SUIT IN RESPECT OF THIS
AGREEMENT OR THE NOTES, UNLESS INDEMNIFIED TO ITS SATISFACTION BY THE BANKS
AGAINST LOSS, COST, LIABILITY AND EXPENSE.
IF ANY INDEMNITY FURNISHED TO THE
ADMINISTRATIVE AGENT SHALL BECOME IMPAIRED, IT MAY CALL FOR ADDITIONAL INDEMNITY
AND CEASE TO DO THE ACTS INDEMNIFIED AGAINST UNTIL SUCH ADDITIONAL INDEMNITY IS
GIVEN.
IN ADDITION, THE BANKS, JOINTLY AND SEVERALLY, AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWER OR THE
GUARANTOR) FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, AGREEMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR
ASSERTED AGAINST THE
ADMINISTRATIVE AGENT IN ANY WAY RELATING TO OR ARISING OUT
OF THE CREDIT DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE
AGENT UNDER THE CREDIT DOCUMENTS, PROVIDED THAT NO BANK SHALL BE LIABLE TO THE
ADMINISTRATIVE AGENT FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, AGREEMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
RESULTING FROM THE ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
WITHOUT LIMITATION OF THE FOREGOING, EACH BANK EXPRESSLY AGREES TO
INDEMNIFY THE ADMINISTRATIVE AGENT FROM ITS OWN NEGLIGENCE.
EACH BANK AGREES TO
REIMBURSE THE ADMINISTRATIVE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF
ANY OUT-OF-POCKET EXPENSES (INCLUDING COUNSEL FEES INCURRED BY THE
ADMINISTRATIVE AGENT
52
IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT OR ENFORCEMENT WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS OR OTHERWISE OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR
RESPONSIBILITIES UNDER, THE CREDIT DOCUMENTS) TO THE EXTENT THAT THE
ADMINISTRATIVE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY THE BORROWER OR THE
GUARANTOR.
ARTICLE X
MISCELLANEOUS
SECTION 10.01.AMENDMENTS, ETC.
NO AMENDMENT OR WAIVER OF ANY PROVISION OF ANY
CREDIT DOCUMENT, NOR CONSENT TO ANY DEPARTURE BY THE BORROWER OR THE GUARANTOR
THEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING
AND SIGNED BY THE BORROWER AND THE MAJORITY BANKS AND THEN SUCH WAIVER OR
CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH GIVEN, PROVIDED, HOWEVER, THAT NO AMENDMENT, WAIVER OR CONSENT
SHALL DO ANY OF THE FOLLOWING:
(A) INCREASE THE COMMITMENT OF ANY BANK OR
SUBJECT ANY BANK TO ANY ADDITIONAL OBLIGATIONS WITHOUT THE CONSENT OF SUCH BANK,
(B) REDUCE THE PRINCIPAL OF, OR INTEREST ON, THE ADVANCES OF ANY BANK OR ANY
FEES OR OTHER AMOUNTS PAYABLE TO