PROCEDURES REQUIRED UNDER THE CIP
REGULATIONS OR SUCH OTHER LAWS.
SECTION 9.07
INDEMNIFICATION.
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREBY ARE CONSUMMATED, THE LENDERS AGREE TO INDEMNIFY EACH AGENT-RELATED PERSON
(TO THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF ANY LOAN PARTY AND WITHOUT
LIMITING THE OBLIGATION OF THE BORROWERS AND THE OTHER LOAN PARTIES TO DO SO),
RATABLY ACCORDING TO THEIR RESPECTIVE COMMITMENTS (OR IF THE COMMITMENTS HAVE
EXPIRED OR BEEN TERMINATED, IN ACCORDANCE WITH THE RESPECTIVE PRINCIPAL AMOUNTS
OF OUTSTANDING LOANS OF THE LENDERS), FROM AND AGAINST ANY AND ALL INDEMNIFIED
LIABILITIES WHICH MAY AT ANY TIME (INCLUDING WITHOUT LIMITATION AT ANY TIME
FOLLOWING PAYMENT IN FULL OF THE TERM LOAN OBLIGATIONS) BE IMPOSED ON, INCURRED
BY OR ASSERTED AGAINST ANY AGENT-RELATED PERSON; PROVIDED THAT NO LENDER SHALL
BE LIABLE FOR THE PAYMENT TO ANY AGENT-RELATED PERSON OF ANY PORTION OF SUCH
INDEMNIFIED LIABILITIES RESULTING FROM SUCH PERSON'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT; PROVIDED, HOWEVER, THAT NO ACTION TAKEN IN ACCORDANCE WITH THE
DIRECTIONS OF THE REQUIRED LENDERS SHALL BE DEEMED TO CONSTITUTE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF THIS SECTION 9.07.
WITHOUT
LIMITATION OF THE FOREGOING, EACH LENDER SHALL REIMBURSE THE ADMINISTRATIVE
AGENT UPON DEMAND FOR ITS RATABLE SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES
(INCLUDING
95
REASONABLE ATTORNEY COSTS) INCURRED BY THE ADMINISTRATIVE 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 TERM LOAN DOCUMENT, OR ANY DOCUMENT CONTEMPLATED BY OR
REFERRED TO HEREIN, TO THE EXTENT THAT THE ADMINISTRATIVE AGENT IS NOT
REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF THE BORROWERS.
THE AGREEMENTS
IN THIS SECTION 9.07 SHALL SURVIVE THE PAYMENT OF THE TERM LOAN OBLIGATIONS AND
ALL OTHER OBLIGATIONS AND AMOUNTS PAYABLE HEREUNDER AND UNDER THE OTHER TERM
LOAN DOCUMENTS AND THE RESIGNATION OF THE ADMINISTRATIVE AGENT.
SECTION 9.08
ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.
BANK OF AMERICA
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 BANK OF
AMERICA WERE NOT THE ADMINISTRATIVE AGENT HEREUNDER AND WITHOUT NOTICE TO OR
CONSENT OF THE LENDERS.
THE LENDERS ACKNOWLEDGE THAT, PURSUANT TO SUCH
ACTIVITIES, BANK OF AMERICA 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 SHALL BE UNDER NO OBLIGATION TO
PROVIDE SUCH INFORMATION TO THEM.
WITH RESPECT TO ITS LOANS, BANK OF AMERICA
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 AND