COSTS AND EXPENSES FROM COLLECTIONS, EACH LENDER HEREBY
AGREES THAT IT IS AND SHALL BE OBLIGATED TO PAY TO OR REIMBURSE AGENT FOR THE
AMOUNT OF SUCH LENDER'S PRO RATA SHARE THEREOF.
WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL INDEMNIFY UPON DEMAND THE
AGENT-RELATED PERSONS (TO THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF BORROWERS
AND WITHOUT LIMITING THE OBLIGATIONS OF BORROWERS TO DO SO), ACCORDING TO THEIR
PRO RATA SHARES, FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES; PROVIDED,
HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO THE AGENT-RELATED
PERSONS OF ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING SOLELY FROM
SUCH PERSON'S GROSS NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT.
WITHOUT
LIMITATION OF THE FOREGOING, EACH LENDER SHALL REIMBURSE AGENT UPON DEMAND FOR
ITS RATABLE SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY
FEES AND EXPENSES) INCURRED BY 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 AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF
BORROWERS.
THE UNDERTAKING IN THIS SECTION 17.7 SHALL SURVIVE THE PAYMENT OF
ALL OBLIGATIONS HEREUNDER AND THE RESIGNATION OR REPLACEMENT OF AGENT.
17.8
AGENT IN INDIVIDUAL CAPACITY.
WELLS FARGO RETAIL
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 BORROWERS AND ITS SUBSIDIARIES AND AFFILIATES AND ANY OTHER PERSON PARTY TO
ANY LOAN DOCUMENTS AS THOUGH WELLS FARGO RETAIL WERE NOT AGENT HEREUNDER WITHOUT
NOTICE TO OR CONSENT OF THE LENDERS.
THE LENDERS ACKNOWLEDGE THAT, PURSUANT TO
SUCH ACTIVITIES, WELLS FARGO RETAIL AND ITS AFFILIATES MAY RECEIVE INFORMATION
REGARDING BORROWERS OR THEIR AFFILIATES AND ANY OTHER PERSON PARTY TO ANY LOAN
DOCUMENTS THAT IS SUBJECT TO CONFIDENTIALITY OBLIGATIONS IN FAVOR OF BORROWERS
OR SUCH OTHER PERSON AND THAT PROHIBIT THE DISCLOSURE OF SUCH INFORMATION TO THE
LENDERS, AND THE LENDERS ACKNOWLEDGE THAT, IN SUCH CIRCUMSTANCES (AND IN THE
ABSENCE OF A WAIVER OF SUCH CONFIDENTIALITY OBLIGATIONS, WHICH WAIVER AGENT WILL
USE ITS REASONABLE BEST EFFORTS TO OBTAIN), AGENT SHALL BE UNDER NO OBLIGATION
TO PROVIDE SUCH INFORMATION TO THEM.
WITH RESPECT TO THE AGENT LOANS AND AGENT
ADVANCES, WELLS FARGO RETAIL SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS
AGREEMENT AS ANY OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT
AGENT, AND THE TERMS "LENDER" AND "LENDERS" INCLUDE WELLS FARGO RETAIL IN ITS
INDIVIDUAL CAPACITY.
17.9
SUCCESSOR AGENT.
AGENT MAY RESIGN AS AGENT
FOLLOWING NOTICE OF SUCH RESIGNATION ("NOTICE") TO THE LENDERS AND
ADMINISTRATIVE BORROWER, AND EFFECTIVE UPON THE APPOINTMENT OF AND ACCEPTANCE OF
SUCH APPOINTMENT BY, A SUCCESSOR AGENT.
IF AGENT RESIGNS UNDER THIS AGREEMENT,