SUMS WHICH THE ADMINISTRATIVE AGENT EXPECTS TO RECEIVE HAVE
BEEN FINALLY AND UNCONDITIONALLY PAID TO THE ADMINISTRATIVE AGENT IF THE
ADMINISTRATIVE AGENT WISHES TO DO SO.
IF AND TO THE EXTENT THAT THE
ADMINISTRATIVE AGENT DOES DISBURSE FUNDS AND IT LATER BECOMES APPARENT THAT THE
ADMINISTRATIVE AGENT DID NOT THEN RECEIVE A PAYMENT IN AN AMOUNT EQUAL TO THE
SUM PAID OUT, THEN ANY PERSON TO WHOM THE ADMINISTRATIVE AGENT MADE THE FUNDS
AVAILABLE SHALL, ON DEMAND FROM THE ADMINISTRATIVE AGENT, REFUND TO THE
ADMINISTRATIVE AGENT THE SUM PAID TO THAT PERSON.
IF THE ADMINISTRATIVE AGENT
IN GOOD FAITH REASONABLY CONCLUDES THAT THE DISTRIBUTION OF ANY AMOUNT RECEIVED
BY IT IN SUCH CAPACITY HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS MIGHT INVOLVE
IT IN LIABILITY, IT MAY REFRAIN FROM MAKING DISTRIBUTION UNTIL ITS RIGHT TO MAKE
DISTRIBUTION SHALL HAVE BEEN ADJUDICATED BY A COURT OF COMPETENT JURISDICTION.
IF A COURT OF COMPETENT JURISDICTION SHALL ADJUDGE THAT ANY AMOUNT RECEIVED AND
DISTRIBUTED BY THE ADMINISTRATIVE AGENT IS TO BE REPAID, EACH PERSON TO WHOM ANY
SUCH DISTRIBUTION SHALL HAVE BEEN MADE SHALL EITHER REPAY TO THE ADMINISTRATIVE
AGENT ITS PROPORTIONATE SHARE OF THE AMOUNT SO ADJUDGED TO BE REPAID OR SHALL
PAY OVER THE SAME IN SUCH MANNER AND TO SUCH PERSONS AS SHALL BE DETERMINED BY
SUCH COURT.
11.9
NON-RELIANCE ON ADMINISTRATIVE AGENT AND NEW LENDERS.
EACH LENDER
REPRESENTS THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE ON THE ADMINISTRATIVE
AGENT OR ANY OTHER LENDER, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS
DEEMED APPROPRIATE, MADE ITS OWN APPRAISAL OF THE FINANCIAL CONDITION AND
AFFAIRS OF THE BORROWERS AND DECISION TO ENTER INTO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS AND AGREES THAT IT WILL, INDEPENDENTLY AND WITHOUT
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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 APPRAISALS AND DECISION IN TAKING OR NOT TAKING ACTION UNDER THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
UNLESS ANY LENDER SHALL PROMPTLY OBJECT
TO ANY ACTION TAKEN BY THE ADMINISTRATIVE AGENT HEREUNDER (OTHER THAN ACTIONS TO
WHICH THE PROVISIONS OF SECTION 12.7(B) ARE APPLICABLE AND OTHER THAN ACTIONS
WHICH CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE ADMINISTRATIVE
AGENT), SUCH LENDER SHALL CONCLUSIVELY BE PRESUMED TO HAVE APPROVED THE SAME.
11.10
RESIGNATION OF ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY
RESIGN AT ANY TIME BY GIVING 30 DAYS PRIOR WRITTEN NOTICE THEREOF TO THE LENDERS
AND THE BORROWERS.
UPON ANY SUCH RESIGNATION, THE LENDERS SHALL HAVE THE RIGHT
TO APPOINT A SUCCESSOR ADMINISTRATIVE AGENT WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE BORROWERS (WHOSE CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED)
AND SHALL BE A FINANCIAL INSTITUTION HAVING A COMBINED CAPITAL AND SURPLUS IN
EXCESS OF $150,000,000.
IF NO SUCCESSOR ADMINISTRATIVE AGENT SHALL HAVE BEEN SO
APPOINTED BY THE LENDERS AND SHALL HAVE ACCEPTED SUCH APPOINTMENT WITHIN 30 DAYS
AFTER THE RETIRING ADMINISTRATIVE AGENT'S GIVING OF NOTICE OF RESIGNATION, THEN
THE