COSTS OR OUT-OF-POCKET
EXPENSES (INCLUDING ATTORNEY COSTS) INCURRED BY THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY,
ADMINISTRATION, MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH
NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF
RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY
DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN, TO THE EXTENT THAT THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT IS NOT REIMBURSED FOR SUCH EXPENSES
BY OR ON BEHALF OF THE BORROWER OR ANY OTHER LOAN PARTY.
THE AGREEMENTS IN THIS
SECTION 9.07 SHALL SURVIVE THE PAYMENT OF THE SENIOR CREDIT OBLIGATIONS AND ALL
OTHER OBLIGATIONS AND AMOUNTS PAYABLE HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS AND THE RESIGNATION OF THE ADMINISTRATIVE AGENT AND THE COLLATERAL
AGENT.
SECTION 9.08
AGENTS IN THEIR INDIVIDUAL CAPACITY.
JPMCB AND ITS AFFILIATES MAY
MAKE LOANS TO, ISSUE LETTERS OF CREDIT FOR THE ACCOUNT OF, ACCEPT DEPOSITS FROM,
ACQUIRE EQUITY INTERESTS IN AND GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST,
FINANCIAL ADVISORY, UNDERWRITING OR OTHER BUSINESS WITH EACH OF THE LOAN PARTIES
AND THEIR RESPECTIVE AFFILIATES AS THOUGH JPMCB WERE NOT THE ADMINISTRATIVE
AGENT, THE L/C ISSUER, THE SWING LINE LENDER, OR THE COLLATERAL AGENT HEREUNDER
OR UNDER ANOTHER LOAN DOCUMENT AND WITHOUT NOTICE TO OR CONSENT OF THE LENDERS.
THE LENDERS ACKNOWLEDGE THAT, PURSUANT TO SUCH ACTIVITIES, JPMCB OR ITS
AFFILIATES MAY RECEIVE INFORMATION REGARDING ANY LOAN PARTY OR ITS AFFILIATES
(INCLUDING INFORMATION THAT MAY BE SUBJECT TO CONFIDENTIALITY OBLIGATIONS IN
FAVOR OF SUCH LOAN PARTY OR SUCH AFFILIATE) AND ACKNOWLEDGE THAT THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT SHALL BE UNDER NO OBLIGATION TO
PROVIDE SUCH INFORMATION TO THEM.
WITH RESPECT TO ITS LOANS, JPMCB SHALL HAVE
THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY OTHER LENDER AND MAY
EXERCISE SUCH RIGHTS AND POWERS AS THOUGH IT WERE NOT THE ADMINISTRATIVE AGENT,
THE L/C ISSUER, THE SWING LINE LENDER OR A COLLATERAL AGENT, AND THE TERMS
"LENDER" AND "LENDERS" INCLUDE JPMCB IN ITS INDIVIDUAL CAPACITY.
SECTION 9.09
SUCCESSOR AGENTS.
EACH OF THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT MAY RESIGN AS ADMINISTRATIVE AGENT (AS TO ONE OR MORE CLASSES)
OR COLLATERAL AGENT, AS APPLICABLE, UPON 30 DAYS' NOTICE TO THE LENDERS AND THE
BORROWER; PROVIDED THAT ANY SUCH RESIGNATION BY JPMCB SHALL ALSO CONSTITUTE ITS
RESIGNATION AS L/C ISSUER AND SWING LINE LENDER.
UPON ANY SUCH RESIGNATION BY
THE ADMINISTRATIVE AGENT, THE REQUIRED LENDERS OF THE APPLICABLE CLASS OR
CLASSES SHALL HAVE THE RIGHT TO APPOINT A SUCCESSOR ADMINISTRATIVE AGENT.
UPON
ANY SUCH RESIGNATION BY THE COLLATERAL AGENT, THE REQUIRED LENDERS SHALL HAVE
THE RIGHT TO APPOINT A SUCCESSOR COLLATERAL AGENT.
IF NO SUCCESSOR AGENT SHALL
HAVE BEEN SO APPOINTED, AND SHALL HAVE ACCEPTED SUCH APPOINTMENT, WITHIN 30 DAYS
AFTER THE RETIRING AGENT'S GIVING OF NOTICE OF RESIGNATION, THEN THE RETIRING
AGENT MAY, ON BEHALF OF THE LENDERS OF THE APPLICABLE CLASS OR CLASSES, APPOINT
A SUCCESSOR ADMINISTRATIVE AGENT OR COLLATERAL AGENT , AS THE CASE MAY