ACTUAL EXTENSIONS OF CREDIT UNDER THIS AGREEMENT) AND THE USE OR INTENDED
USE OF THE PROCEEDS OF THE NOTES AND LETTERS OF CREDIT, EXCEPT THAT BORROWERS
SHALL HAVE NO OBLIGATION HEREUNDER TO AN INDEMNITEE WITH RESPECT TO ANY
LIABILITY RESULTING FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, AS DETERMINED BY A
COURT OF COMPETENT JURISDICTION.
TO THE EXTENT THAT THE UNDERTAKING SET FORTH
IN THE IMMEDIATELY PRECEDING SENTENCE MAY BE UNENFORCEABLE, BORROWERS SHALL
CONTRIBUTE THE MAXIMUM PORTION WHICH IT IS PERMITTED TO PAY AND SATISFY UNDER
APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL SUCH INDEMNIFIED
LIABILITIES INCURRED BY THE INDEMNITEES OR ANY OF THEM.
SECTION 9.3
TAXES.
BORROWERS AGREE TO PAY ALL GOVERNMENTAL
ASSESSMENTS, CHARGES OR TAXES (EXCEPT INCOME OR OTHER SIMILAR TAXES IMPOSED ON
AGENT OR LENDERS), INCLUDING ANY INTEREST OR PENALTIES THEREON, AT ANY TIME
PAYABLE OR RULED TO BE PAYABLE IN RESPECT OF THE EXISTENCE, EXECUTION OR
DELIVERY OF THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS OR THE ISSUANCE OF
THE NOTES OR LETTERS OF CREDIT AND TO INDEMNIFY AND HOLD AGENT AND LENDERS
HARMLESS AGAINST LIABILITY IN CONNECTION WITH ANY SUCH ASSESSMENTS, CHARGES OR
TAXES.
SECTION 9.4
RIGHT TO PERFORM.
IF ANY CREDIT PARTY FAILS TO PERFORM
ANY OBLIGATION HEREUNDER OR UNDER ANY OTHER FINANCING DOCUMENT, AGENT ITSELF
MAY, BUT SHALL NOT BE OBLIGATED TO, CAUSE SUCH OBLIGATION TO BE PERFORMED AT
BORROWERS' EXPENSE AND BORROWERS AGREE TO REIMBURSE AGENT THEREFOR ON DEMAND.
ALL AMOUNTS OWING HEREUNDER OR UNDER ANY OTHER FINANCING DOCUMENT MAY BE
SATISFIED IN FULL, SUBJECT TO THE PROVISIONS OF SECTION 2.2(A)(II), THROUGH THE
MAKING OF AGENT ADVANCES.
ARTICLE X
AGENT
SECTION 10.1
APPOINTMENT AND AUTHORIZATION.
EACH LENDER HEREBY
IRREVOCABLY APPOINTS AND AUTHORIZES AGENT TO ENTER INTO EACH OF THE SECURITY
DOCUMENTS ON ITS BEHALF AND TO TAKE SUCH ACTIONS AS AGENT ON ITS BEHALF AND TO
EXERCISE SUCH POWERS UNDER THE FINANCING DOCUMENTS AS ARE DELEGATED TO AGENT BY
THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL
THERETO.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 11.5 OR BY THE TERMS
OF THE FINANCING DOCUMENTS, AGENT IS AUTHORIZED AND EMPOWERED TO AMEND, MODIFY,
OR WAIVE ANY PROVISIONS OF THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS ON
BEHALF OF LENDERS.
THE PROVISIONS OF THIS ARTICLE X ARE SOLELY FOR THE BENEFIT
OF AGENT AND LENDERS AND NEITHER BORROWERS NOR ANY OTHER CREDIT PARTY SHALL HAVE
ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF THE PROVISIONS HEREOF.
IN
PERFORMING ITS FUNCTIONS AND DUTIES UNDER THIS AGREEMENT, AGENT SHALL ACT SOLELY
AS AGENT OF LENDERS AND DOES NOT ASSUME AND SHALL NOT BE DEEMED TO HAVE ASSUMED
ANY OBLIGATION TOWARD OR RELATIONSHIP OF AGENCY OR TRUST WITH OR FOR BORROWERS
OR ANY OTHER CREDIT PARTY.
AGENT MAY PERFORM ANY OF ITS DUTIES HEREUNDER, OR
UNDER THE FINANCING DOCUMENTS, BY OR THROUGH ITS AGENTS OR EMPLOYEES.
SECTION 10.2
AGENT AND AFFILIATES.
AGENT SHALL HAVE THE SAME RIGHTS
AND POWERS UNDER THE FINANCING DOCUMENTS AS ANY