THIS SECTION
11, IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR ANY OF THE OTHER
LOAN DOCUMENTS, PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR ANY
PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
THE OBLIGATIONS OF LENDERS UNDER THIS SECTION
11.6 SHALL SURVIVE THE REPAYMENT OF THE NOTES AND THE LOANS AND THE TERMINATION
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
11.7
AGENT, INDIVIDUALLY.
WITH RESPECT TO ITS COMMITMENTS UNDER THIS
AGREEMENT, THE LOANS MADE BY IT AND ANY NOTE ISSUED TO OR HELD BY IT, AGENT
SHALL HAVE AND MAY EXERCISE THE SAME RIGHTS AND POWERS HEREUNDER AND IS SUBJECT
TO THE SAME OBLIGATIONS AND LIABILITIES AS AND TO THE EXTENT SET FORTH HEREIN
FOR ANY OTHER LENDER OR HOLDER OF A NOTE.
THE TERMS "LENDER", "HOLDERS OF
NOTES" OR ANY SIMILAR TERMS SHALL, UNLESS THE CONTEXT CLEARLY OTHERWISE
INDICATES, NOT EXCLUDE AGENT IN ITS INDIVIDUAL CAPACITY AS A LENDER OR HOLDER OF
A NOTE.
AGENT MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, AND GENERALLY ENGAGE IN
ANY KIND OF BANKING, TRUST OR OTHER BUSINESS WITH THE LOAN PARTIES AND THEIR
SUBSIDIARIES AS IF IT WERE NOT ACTING PURSUANT HERETO, AND MAY ACCEPT FEES AND
OTHER CONSIDERATION FROM THE LOAN PARTIES AND THEIR SUBSIDIARIES FOR SERVICES AS
AGENT IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND FOR
SERVICES OTHERWISE THAN AS AGENT WITHOUT HAVING TO ACCOUNT FOR THE SAME TO
LENDERS.
11.8
HOLDERS OF NOTES.
AGENT MAY DEEM AND TREAT THE PAYEE OF ANY NOTE
AS THE OWNER THEREOF FOR ALL PURPOSES HEREOF UNLESS AND UNTIL A WRITTEN NOTICE
OF THE ASSIGNMENT OR TRANSFER THEREOF SHALL HAVE BEEN RECEIVED BY AGENT.
ANY
REQUEST, AUTHORITY OR CONSENT OF ANY PERSON, WHO AT THE TIME OF MAKING SUCH
REQUEST OR OF GIVING SUCH AUTHORITY OR CONSENT IS THE PAYEE OF ANY NOTE, SHALL
BE CONCLUSIVE AND BINDING ON ANY SUBSEQUENT HOLDER, TRANSFEREE, ASSIGNEE OR
PAYEE OF SUCH NOTE OR OF ANY NOTE OR NOTES ISSUED IN EXCHANGE THEREFOR.
11.9
RESIGNATION.
AGENT MAY RESIGN AT ANY TIME FROM THE PERFORMANCE OF
ALL ITS FUNCTIONS AND DUTIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS BY
GIVING 30 DAYS PRIOR WRITTEN NOTICE TO BORROWER AND EACH LENDER.
SUCH
RESIGNATION SHALL TAKE EFFECT UPON THE EXPIRATION OF SUCH 30-DAY PERIOD OR UPON
THE EARLIER APPOINTMENT OF A SUCCESSOR.
NOTWITHSTANDING ANY SUCH RESIGNATION,
THE PROVISIONS OF SECTIONS 11.6 AND 12.3 SHALL INURE ALSO TO THE BENEFIT OF EACH
AGENT WHO HAS SO RESIGNED WITH RESPECT TO THE PERIOD IT SERVED AS AGENT.
IN
CASE OF THE RESIGNATION OF AGENT, THE MAJORITY LENDERS, WITH THE PRIOR CONSENT
OF BORROWER, WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD, MAY APPOINT A
SUCCESSOR BY A WRITTEN INSTRUMENT SIGNED BY THE MAJORITY LENDERS.
ANY SUCCESSOR
SHALL EXECUTE AND DELIVER TO AGENT AN INSTRUMENT ACCEPTING SUCH APPOINTMENT, AND
THEREUPON SUCH SUCCESSOR, WITHOUT FURTHER ACT, SHALL BECOME VESTED