IN THIS SUBSECTION 9.7 SHALL SURVIVE THE PAYMENT OF THE REVOLVING
LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
(B)
ANY AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE
ANY ACTION HEREUNDER AND UNDER ANY OTHER LOAN DOCUMENT (EXCEPT ACTIONS EXPRESSLY
REQUIRED TO BE TAKEN BY IT HEREUNDER OR UNDER THE LOAN DOCUMENTS) UNLESS IT
SHALL FIRST BE INDEMNIFIED TO ITS SATISFACTION BY THE LENDERS PRO RATA AGAINST
ANY AND ALL LIABILITY, COST AND EXPENSE THAT IT MAY INCUR BY REASON OF TAKING OR
CONTINUING TO TAKE ANY SUCH ACTION.
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(C)
THE PROVISIONS OF THIS SUBSECTION 9.7 SHALL APPLY TO THE ISSUING
BANK IN ITS CAPACITY AS SUCH TO THE SAME EXTENT THAT SUCH PROVISIONS APPLY TO
THE ADMINISTRATIVE AGENT.
9.8
THE AGENTS AND OTHER REPRESENTATIVES IN THEIR INDIVIDUAL
CAPACITY.
THE AGENTS, THE OTHER REPRESENTATIVES AND THEIR AFFILIATES MAY MAKE
LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH
ANY BORROWER OR ANY OTHER LOAN PARTY AS THOUGH THE ADMINISTRATIVE AGENT AND THE
OTHER REPRESENTATIVES WERE NOT THE ADMINISTRATIVE AGENT OR THE OTHER
REPRESENTATIVES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS.
WITH RESPECT TO
REVOLVING LOANS MADE OR RENEWED BY THEM AND ANY NOTE ISSUED TO THEM AND WITH
RESPECT TO ANY LETTER OF CREDIT ISSUED OR PARTICIPATED IN BY THEM, THE AGENTS
AND THE OTHER REPRESENTATIVES 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 THEY WERE NOT AN AGENT OR AN OTHER REPRESENTATIVE, AND THE TERMS
"LENDER" AND "LENDERS" SHALL INCLUDE THE AGENTS AND THE OTHER REPRESENTATIVES IN
THEIR INDIVIDUAL CAPACITIES.
9.9
COLLATERAL MATTERS.
(A)
EACH LENDER AUTHORIZES AND DIRECTS THE REVOLVING COLLATERAL AGENT
TO ENTER INTO THE SECURITY DOCUMENTS, THE INTERCREDITOR AGREEMENT, AND ANY
REPLACEMENT INTERCREDITOR AGREEMENT FOR THE BENEFIT OF THE LENDERS AND THE OTHER
SECURED PARTIES.
EACH LENDER HEREBY AGREES, AND EACH HOLDER OF ANY NOTE OR
PARTICIPANT IN LETTERS OF CREDIT BY THE ACCEPTANCE THEREOF WILL BE DEEMED TO
AGREE, THAT, EXCEPT AS OTHERWISE SET FORTH HEREIN, ANY ACTION TAKEN BY THE
ADMINISTRATIVE AGENT, THE REVOLVING COLLATERAL AGENT OR THE REQUIRED LENDERS IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, THE SECURITY DOCUMENTS, THE
INTERCREDITOR AGREEMENT OR ANY REPLACEMENT INTERCREDITOR AGREEMENT, AND THE
EXERCISE BY THE AGENTS OR THE REQUIRED LENDERS OF THE POWERS SET FORTH HEREIN OR
THEREIN, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO,
SHALL BE AUTHORIZED AND BINDING UPON ALL OF THE LENDERS.
THE ADMINISTRATIVE
AGENT AND THE REVOLVING COLLATERAL AGENT ARE HEREBY AUTHORIZED ON BEHALF OF ALL
OF THE LENDERS, WITHOUT THE NECESSITY OF ANY NOTICE TO OR FURTHER CONSENT FROM
ANY LENDER, FROM TIME TO TIME, TO TAKE ANY ACTION WITH RESPECT TO ANY COLLATERAL
OR SECURITY DOCUMENTS WHICH MAY BE NECESSARY TO PERFECT AND MAINTAIN PERFECTED
THE SECURITY INTEREST IN AND LIENS UPON THE COLLATERAL GRANTED PURSUANT TO THE
SECURITY DOCUMENTS.
(B)
THE LENDERS HEREBY AUTHORIZE THE ADMINISTRATIVE AGENT AND