MATTERS PERTAINING TO THIS AGREEMENT AND ANY OTHER
CREDIT DOCUMENT AND ITS DUTIES HEREUNDER AND THEREUNDER, UPON ADVICE OF COUNSEL
SELECTED BY SUCH AGENT.
11.06
INDEMNIFICATION.
TO THE EXTENT THAT ANY AGENT IS NOT REIMBURSED AND
INDEMNIFIED BY THE BORROWER, EACH LENDER WILL REIMBURSE AND INDEMNIFY SUCH
AGENT, IN PROPORTION TO ITS "PERCENTAGE" AS USED IN DETERMINING THE REQUIRED
LENDERS (DETERMINED AS IF THERE WERE NO DEFAULTING LENDERS) FOR AND AGAINST ANY
AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, ACTIONS,
JUDGMENTS, COSTS, EXPENSES OR DISBURSEMENTS OF WHATSOEVER KIND OR NATURE WHICH
MAY BE IMPOSED ON, ASSERTED AGAINST OR INCURRED BY SUCH AGENT IN PERFORMING ITS
DUTIES HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT, IN ANY WAY RELATING TO OR
ARISING OUT OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT; PROVIDED THAT NO
LENDER SHALL BE LIABLE TO ANY AGENT FOR THE PAYMENT OF ANY PORTION OF SUCH
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH AGENT (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN
A FINAL AND NON-APPEALABLE DECISION).
11.07
THE AGENTS IN THEIR INDIVIDUAL CAPACITY.
WITH RESPECT TO ITS OBLIGATION
TO MAKE LOANS UNDER THIS AGREEMENT, EACH AGENT SHALL HAVE THE RIGHTS AND POWERS
SPECIFIED HEREIN FOR A "LENDER" AND MAY EXERCISE THE SAME RIGHTS AND POWERS AS
THOUGH IT WERE NOT PERFORMING THE DUTIES SPECIFIED HEREIN; AND THE TERM
"LENDERS," "REQUIRED LENDERS," "MAJORITY LENDERS," "HOLDERS OF NOTES" OR ANY
SIMILAR TERMS SHALL, UNLESS THE CONTEXT CLEARLY OTHERWISE INDICATES, INCLUDE
EACH AGENT IN ITS INDIVIDUAL CAPACITY.
EACH AGENT MAY ACCEPT DEPOSITS FROM,
LEND MONEY TO, AND GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST OR OTHER
BUSINESS WITH ANY CREDIT PARTY OR ANY AFFILIATE OF ANY CREDIT PARTY AS IF IT
WERE NOT PERFORMING THE DUTIES SPECIFIED HEREIN, AND MAY ACCEPT FEES AND OTHER
CONSIDERATION FROM HOLDINGS, OR ANY OTHER CREDIT PARTY FOR SERVICES IN
CONNECTION WITH THIS AGREEMENT AND OTHERWISE WITHOUT HAVING TO ACCOUNT FOR THE
SAME TO THE LENDERS.
11.08
HOLDERS.
THE ADMINISTRATIVE AGENT MAY DEEM AND TREAT THE PAYEE OF ANY
NOTE AS THE OWNER THEREOF FOR ALL PURPOSES HEREOF UNLESS AND UNTIL A WRITTEN
NOTICE OF THE ASSIGNMENT, TRANSFER OR ENDORSEMENT THEREOF, AS THE CASE MAY BE,
SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT.
ANY REQUEST, AUTHORITY
OR CONSENT OF ANY PERSON WHO, AT THE TIME OF MAKING SUCH REQUEST OR GIVING SUCH
AUTHORITY OR CONSENT, IS THE HOLDER OF ANY NOTE SHALL BE CONCLUSIVE AND BINDING
ON ANY SUBSEQUENT HOLDER, TRANSFEREE, ASSIGNEE OR INDORSEE, AS THE CASE MAY BE,
OF SUCH NOTE OR OF ANY NOTE OR NOTES ISSUED IN EXCHANGE THEREFOR.
11.09
RESIGNATION.
(A)
THE ADMINISTRATIVE AGENT MAY RESIGN FROM THE
PERFORMANCE OF ALL ITS FUNCTIONS AND DUTIES HEREUNDER AND/OR UNDER THE OTHER
CREDIT DOCUMENTS AT ANY TIME BY GIVING 30 DAYS' PRIOR WRITTEN NOTICE TO THE
BORROWER AND THE LENDERS.
ANY SUCH RESIGNATION BY AN ADMINISTRATIVE AGENT
HEREUNDER SHALL ALSO CONSTITUTE ITS RESIGNATION AS A