LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
OF ANY KIND AND NATURE WHATSOEVER THAT MAY BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST THE AGENT IN ITS CAPACITY AS SUCH (INCLUDING BY ANY PURCHASER)
ARISING OUT OF OR BY REASON OF ANY INVESTIGATION IN OR IN ANY WAY RELATING TO OR
ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PROVIDED, THAT NO
PURCHASER SHALL BE LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED.
THE
AGREEMENTS IN THIS SECTION 11.18 SHALL SURVIVE THE PAYMENT OF THE NOTES AND ALL
OTHER AMOUNTS PAYABLE HEREUNDER.
(I)
AGENT IN ITS INDIVIDUAL CAPACITY, AND
NOT AS AGENT.
THE AGENT AND ITS AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS
FROM AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH THE BORROWERS AS THOUGH
THE AGENT WERE NOT THE AGENT.
WITH RESPECT TO ITS NOTES PURCHASED HEREUNDER THE
AGENT SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT, THE LOAN
DOCUMENTS AND ANY RELATED DOCUMENT AS ANY PURCHASER AND MAY EXERCISE THE SAME AS
THOUGH IT WERE NOT THE AGENT, AND THE TERMS "PURCHASER" AND "PURCHASERS" SHALL
INCLUDE THE AGENT IN ITS INDIVIDUAL CAPACITY.
(J)
AGENT'S ABILITY TO EMPLOY AGENTS AND
ATTORNEYS-IN-FACT.
THE AGENT MAY EMPLOY AGENTS AND ATTORNEYS-IN-FACT AND SHALL
NOT BE RESPONSIBLE, EXCEPT AS TO MONEY OR SECURITIES RECEIVED BY IT OR ITS
AUTHORIZED AGENTS, FOR THE NEGLIGENCE OR MISCONDUCT OF ANY SUCH AGENTS OR
ATTORNEYS-IN-FACT SELECTED AND MONITORED BY IT WITH REASONABLE CARE.
(K)
RESIGNATION OF AGENT.
THE AGENT MAY RESIGN
AS AGENT UPON 30 DAYS' WRITTEN NOTICE TO THE PURCHASERS AND THE BORROWERS.
IF
THE AGENT SHALL RESIGN AS AGENT UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS,
THEN THE MAJORITY PURCHASERS SHALL APPOINT FROM AMONG THE PURCHASERS OR THEIR
AFFILIATES A SUCCESSOR AGENT FOR THE PURCHASERS, WHICH SUCCESSOR AGENT SHALL
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(UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING) BE APPROVED
BY THE BORROWERS (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED),
WHEREUPON SUCH SUCCESSOR AGENT SHALL SUCCEED TO THE RIGHTS, POWERS AND DUTIES OF
THE AGENT, AND THE TERM "AGENT" SHALL MEAN SUCH SUCCESSOR AGENT EFFECTIVE UPON
SUCH APPOINTMENT AND APPROVAL, AND THE FORMER AGENT'S RIGHTS, POWERS AND DUTIES
AS AGENT SHALL BE TERMINATED, WITHOUT ANY OTHER OR FURTHER ACT OR DEED ON THE
PART OF SUCH FORMER AGENT OR ANY OF THE PARTIES TO THIS AGREEMENT, THE LOAN
DOCUMENT OR ANY HOLDERS OF THE NOTES.
IF NO SUCCESSOR AGENT HAS ACCEPTED
APPOINTMENT AS AGENT BY THE DATE THAT IS 30 DAYS FOLLOWING A RETIRING AGENT'S
NOTICE OF RESIGNATION, THE RETIRING AGENT'S RESIGNATION SHALL NEVERTHELESS
THEREUPON BECOME EFFECTIVE AND THE PURCHASERS (TAKING ACTIONS BY APPROVAL OF THE
MAJORITY PURCHASERS) SHALL ASSUME AND PERFORM ALL OF THE DUTIES OF THE AGENT
HEREUNDER UNTIL SUCH TIME, IF ANY, AS THE PURCHASERS APPOINT A SUCCESSOR AGENT
AS PROVIDED FOR ABOVE.
AFTER ANY RETIRING AGENT'S RESIGNATION AS AGENT, THE