THE ADMINISTRATIVE AGENT HEREUNDER, THE ADMINISTRATIVE AGENT
SHALL NOT HAVE ANY DUTY OR RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT
OR OTHER INFORMATION CONCERNING THE BUSINESS, OPERATIONS, PROPERTY, CONDITION
(FINANCIAL OR OTHERWISE), PROSPECTS OR CREDITWORTHINESS OF ANY LOAN PARTY OR ANY
AFFILIATE OF A LOAN PARTY THAT MAY COME INTO THE POSSESSION OF THE
ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES.
10.7
INDEMNIFICATION.
THE LENDERS AGREE TO INDEMNIFY EACH AGENT IN ITS
CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY THE BORROWER AND WITHOUT
LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), RATABLY ACCORDING TO THEIR
RESPECTIVE AGGREGATE EXPOSURE PERCENTAGES IN EFFECT ON THE DATE ON WHICH
INDEMNIFICATION IS SOUGHT UNDER THIS SECTION (OR, IF INDEMNIFICATION IS SOUGHT
AFTER THE DATE UPON WHICH THE COMMITMENTS SHALL HAVE TERMINATED AND THE LOANS
SHALL HAVE BEEN PAID IN FULL, RATABLY IN ACCORDANCE WITH SUCH AGGREGATE EXPOSURE
PERCENTAGES IMMEDIATELY PRIOR TO SUCH DATE), FROM AND AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND WHATSOEVER THAT MAY AT ANY TIME
(WHETHER BEFORE OR AFTER THE PAYMENT OF THE LOANS) BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST SUCH AGENT IN ANY WAY RELATING TO OR ARISING OUT OF, THE
COMMITMENTS, THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY DOCUMENTS
CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY OR ANY ACTION TAKEN OR OMITTED BY SUCH AGENT
UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING; PROVIDED THAT NO LENDER SHALL
BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS THAT ARE FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH AGENT'S GROSS NEGLIGENCE, BAD
FAITH OR WILLFUL MISCONDUCT.
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE
PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
10.8
AGENT IN ITS INDIVIDUAL CAPACITY.
EACH AGENT AND ITS AFFILIATES MAY MAKE
LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH
ANY LOAN PARTY AS THOUGH SUCH AGENT WERE NOT AN AGENT.
WITH RESPECT TO ITS
LOANS MADE OR RENEWED BY IT AND WITH RESPECT TO ANY LETTER OF CREDIT ISSUED OR
PARTICIPATED IN BY IT, EACH AGENT 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 IT WERE NOT AN AGENT, AND THE TERMS "LENDER" AND "LENDERS" SHALL
INCLUDE EACH AGENT IN ITS INDIVIDUAL CAPACITY.
10.9
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY RESIGN AS
ADMINISTRATIVE AGENT AT ANY TIME UPON NOTICE TO THE LENDERS, THE ISSUING LENDERS
AND THE BORROWER AND MAY BE REMOVED AT ANY TIME BY THE REQUIRED LENDERS. UPON
THE RESIGNATION OR REMOVAL OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, THE REQUIRED LENDERS SHALL APPOINT A SUCCESSOR AGENT
FOR THE