(OR, IF INDEMNIFICATION IS SOUGHT AFTER THE DATE UPON WHICH THE SENIOR INTERIM
LOANS SHALL HAVE BEEN PAID IN FULL, RATABLY IN ACCORDANCE WITH THEIR SENIOR
INTERIM LOAN 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 WHICH
MAY AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING THE PAYMENT OF THE SENIOR
INTERIM LOANS) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE
AGENT (OR ANY AFFILIATE THEREOF) IN ANY WAY RELATING TO OR ARISING OUT OF THIS
AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY OR ANY ACTION TAKEN OR OMITTED BY ANY AGENT (OR ANY AFFILIATE
THEREOF) 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 TO THE EXTENT ARISING FROM (A) SUCH AGENT'S GROSS
NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OR (B) CLAIMS MADE OR LEGAL
PROCEEDINGS COMMENCED AGAINST SUCH AGENT BY ANY SECURITY HOLDER OR CREDITOR
THEREOF ARISING OUT OF AND BASED UPON RIGHTS AFFORDED ANY SUCH SECURITY HOLDER
OR CREDITOR SOLELY IN ITS CAPACITY AS SUCH.
THE AGREEMENTS IN THIS
SUBSECTION 9.7 SHALL SURVIVE THE PAYMENT OF THE SENIOR INTERIM 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.
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
THE BORROWER OR ANY OTHER LOAN PARTY AS
98
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 SENIOR INTERIM LOANS MADE OR RENEWED BY THEM
AND ANY SENIOR INTERIM LOAN NOTE ISSUED TO 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
SUCCESSOR AGENT.
SUBJECT TO THE APPOINTMENT OF A SUCCESSOR AS SET
FORTH HEREIN, THE ADMINISTRATIVE AGENT MAY RESIGN AS ADMINISTRATIVE AGENT, UPON
10 DAYS' NOTICE TO THE LENDERS AND THE BORROWER.
IF THE ADMINISTRATIVE AGENT
SHALL RESIGN AS ADMINISTRATIVE AGENT UNDER THIS AGREEMENT AND