OR ANY OTHER DOCUMENT DELIVERED IN
CONNECTION THEREWITH OR THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING WITHOUT
LIMITATION, FOR ANY SUCH AMOUNTS INCURRED BY OR ASSERTED AGAINST THE
ADMINISTRATIVE AGENT IN CONNECTION WITH ANY DISPUTE BETWEEN THE ADMINISTRATIVE
AGENT AND ANY LENDER OR BETWEEN TWO OR MORE OF THE LENDERS), OR THE ENFORCEMENT
OF ANY OF THE TERMS THEREOF OR OF ANY SUCH OTHER DOCUMENTS, PROVIDED THAT NO
LENDER SHALL BE LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF THE ADMINISTRATIVE
AGENT'S EXPRESS OBLIGATIONS AND UNDERTAKINGS TO THE LENDERS WHICH IS NOT CURED
AFTER WRITTEN NOTICE AND WITHIN THE PERIOD DESCRIBED IN SECTION 10.3, THE
OBLIGATIONS OF THE LENDERS AND THE ADMINISTRATIVE AGENT UNDER THIS SECTION 10.8
SHALL SURVIVE PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT.
10.9
RIGHTS AS A LENDER.
IN THE EVENT THE ADMINISTRATIVE AGENT
IS A LENDER, THE ADMINISTRATIVE AGENT SHALL HAVE THE SAME RIGHTS AND POWERS
HEREUNDER AND UNDER ANY OTHER LOAN DOCUMENT AS ANY LENDER AND MAY EXERCISE THE
SAME AS THOUGH IT WERE NOT THE ADMINISTRATIVE AGENT, AND THE TERM "LENDER" OR
"LENDERS" SHALL, AT ANY TIME WHEN THE ADMINISTRATIVE AGENT IS A LENDER, UNLESS
THE CONTEXT OTHERWISE INDICATES, INCLUDE THE ADMINISTRATIVE AGENT IN ITS
INDIVIDUAL CAPACITY.
THE ADMINISTRATIVE AGENT MAY ACCEPT DEPOSITS FROM, LEND
MONEY TO, AND GENERALLY ENGAGE IN ANY KIND OF TRUST, DEBT, EQUITY OR OTHER
TRANSACTION, IN ADDITION TO THOSE CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, WITH THE BORROWER OR ANY OF ITS SUBSIDIARIES IN WHICH THE
BORROWER OR SUCH SUBSIDIARY IS NOT RESTRICTED HEREBY FROM ENGAGING WITH ANY
OTHER PERSON.
THE ADMINISTRATIVE AGENT, IN ITS INDIVIDUAL CAPACITY, IS NOT
OBLIGATED TO REMAIN A LENDER.
10.10
LENDER CREDIT DECISION.
EACH LENDER ACKNOWLEDGES THAT IT
HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY
OTHER LENDER AND BASED ON THE FINANCIAL STATEMENTS PREPARED BY THE BORROWER AND
SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN
CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
EACH LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND
WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER AND BASED ON
SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME,
CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
10.11
SUCCESSOR ADMINISTRATIVE AGENT.
EXCEPT AS OTHERWISE
PROVIDED BELOW, KEYBANK NATIONAL ASSOCIATION SHALL AT ALL TIMES SERVE AS THE
ADMINISTRATIVE AGENT DURING THE TERM OF THIS FACILITY.
THE ADMINISTRATIVE AGENT
MAY RESIGN AT ANY TIME BY GIVING WRITTEN NOTICE THEREOF TO THE LENDERS AND THE
BORROWER, SUCH RESIGNATION TO BE EFFECTIVE UPON THE APPOINTMENT OF A SUCCESSOR
ADMINISTRATIVE AGENT OR, IF NO SUCCESSOR ADMINISTRATIVE AGENT HAS BEEN
APPOINTED, FORTY-FIVE DAYS AFTER THE RETIRING ADMINISTRATIVE AGENT GIVES NOTICE
OF ITS INTENTION TO RESIGN.
THE ADMINISTRATIVE AGENT MAY BE REMOVED AT ANY TIME
WITH CAUSE