FOR ANY PORTION OF SUCH
EXPENSES WHICH, BASED ON A FINAL ADJUDICATION, ARE DETERMINED TO BE THE DIRECT
RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT HEREUNDER.
EACH AGENT SHALL BE ENTITLED TO DEDUCT AMOUNTS OWED TO IT UNDER THIS AGREEMENT
FROM THE PROCEEDS OF COLLATERAL FOLLOWING AN EVENT OF DEFAULT PRIOR TO
DISTRIBUTION OF PROCEEDS TO THE BANKS.
(B)
IN THE EVENT THAT ANY AGENT DOES NOT RECEIVE FROM ANY BANK A
PAYMENT WHICH SUCH BANK IS REQUIRED BY THE TERMS HEREOF TO MAKE TO SUCH AGENT
AND SUCH AGENT HAS MADE THE AMOUNT THEREOF AVAILABLE TO THE BORROWER, AS THE
INTENDED RECIPIENT THEREOF, IF THE BORROWER REPAYS SUCH AGENT THE AMOUNT MADE
AVAILABLE TO IT, THE BORROWER SHALL BE SUBROGATED TO SUCH AGENT'S RIGHT TO
RECOVER SUCH AMOUNT FROM ANY BANK WHICH FAILED TO MAKE SUCH REQUIRED PAYMENT.
(C)
THE PROVISIONS OF THIS SECTION 9.07 SHALL SURVIVE THE PAYMENT OF
THE NOTES AND THE TERMINATION OF THIS AGREEMENT.
SECTION 9.08.
NCB AND FORTIS INDIVIDUALLY.
WITH RESPECT TO ITS
OBLIGATION AS A BANK TO LEND UNDER THIS AGREEMENT AND THE ADVANCES MADE BY IT
PURSUANT HERETO, EACH OF NCB AND FORTIS SHALL HAVE THE SAME OBLIGATIONS AND THE
SAME RIGHTS, POWERS AND PRIVILEGES AS IT WOULD HAVE WERE IT NOT AN AGENT.
THE
TERMS "BANK" AND "BANKS" AS USED HEREIN SHALL, UNLESS OTHERWISE EXPRESSLY
INDICATED, INCLUDE NCB AND FORTIS IN THEIR INDIVIDUAL CAPACITY.
EACH OF NCB AND
FORTIS MAY ACCEPT DEPOSITS FROM, LEND MONEY TO AND, GENERALLY, ENGAGE IN ANY
KIND OF BANKING, TRUST OR OTHER BUSINESS WITH THE BORROWER OR ANY OF ITS
RESPECTIVE SUBSIDIARIES OR AFFILIATES IN ALL RESPECTS AS IF SUCH PERSON WERE NOT
ACTING AS AN AGENT HEREUNDER.
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SECTION 9.09.
DEALING WITH THE BANKS.
EACH AGENT MAY AT ALL TIMES DEAL
SOLELY WITH THE SEVERAL BANKS FOR ALL PURPOSES OF THIS AGREEMENT AND THE
PROTECTION, ENFORCEMENT AND COLLECTION OF THE OBLIGATIONS, INCLUDING THE
ACCEPTANCE AND RELIANCE UPON ANY CERTIFICATE, CONSENT OR OTHER DOCUMENT OF SUCH
BANKS AND THE DIVISION OF PAYMENTS PURSUANT TO SECTION 2.11 NOTWITHSTANDING
POSSESSION BY SUCH AGENT OF ACTUAL KNOWLEDGE THAT ANY BANK HAS SOLD A
PARTICIPATION IN LOANS MADE OR TO BE MADE BY IT HEREUNDER TO ANOTHER PERSON.
EACH AGENT MAY DEEM AND TREAT THE PAYEES OF THE NOTES AS THE OWNERS THEREOF FOR
ALL PURPOSES UNLESS A WRITTEN NOTICE OF ASSIGNMENT, NEGOTIATION OR TRANSFER
THEREOF HAS BEEN FILED WITH THE ADMINISTRATIVE AGENT.
ANY REQUEST, AUTHORITY OR
CONSENT OF ANY HOLDER OF ANY NOTE SHALL BE CONCLUSIVE AND BINDING ON ANY
SUBSEQUENT HOLDER, TRANSFEREE OR ASSIGNEE OF SUCH NOTE.
SECTION 9.10.
DUTIES NOT TO BE INCREASED.
THE RESPECTIVE DUTIES AND
LIABILITIES OF ANY AGENT SHALL NOT BE INCREASED WITHOUT THE WRITTEN CONSENT OF
SUCH AGENT.
SECTION 9.11.
SUCCESSOR AGENTS.
ANY AGENT MAY RESIGN AT ANY TIME BY
GIVING 30 DAYS' WRITTEN NOTICE OF SUCH RESIGNATION TO THE BANKS AND THE
BORROWER, SUCH RESIGNATION TO BE EFFECTIVE ONLY UPON THE APPOINTMENT OF A
SUCCESSOR AGENT AS