NEGLIGENCE OR WILLFUL
MISCONDUCT. NO ACTION TAKEN IN ACCORDANCE WITH THE DIRECTIONS OF THE REQUIRED
LENDERS SHALL BE DEEMED TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR
PURPOSES OF THIS SECTION. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER SHALL
REIMBURSE THE ADMINISTRATIVE AGENT UPON DEMAND FOR ITS RATABLE SHARE OF ANY
COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY COSTS AND TAXES) INCURRED BY
THE ADMINISTRATIVE 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 THE ADMINISTRATIVE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY OR ON
BEHALF OF THE LOAN PARTIES. THE UNDERTAKING IN THIS SECTION SHALL SURVIVE
REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION OF
THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR MODIFICATION, RELEASE OR
DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS, TERMINATION OF THIS
AGREEMENT AND THE RESIGNATION OR REPLACEMENT OF THE ADMINISTRATIVE AGENT.
59
14.9
ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY.
LASALLE 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 THE LOAN
PARTIES AND AFFILIATES AS THOUGH LASALLE WERE NOT THE ADMINISTRATIVE AGENT
HEREUNDER AND WITHOUT NOTICE TO OR CONSENT OF ANY LENDER. EACH LENDER
ACKNOWLEDGES THAT, PURSUANT TO SUCH ACTIVITIES, LASALLE OR ITS AFFILIATES MAY
RECEIVE INFORMATION REGARDING THE COMPANY OR ITS AFFILIATES (INCLUDING
INFORMATION THAT MAY BE SUBJECT TO CONFIDENTIALITY OBLIGATIONS IN FAVOR OF THE
COMPANY OR SUCH AFFILIATE) AND ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT SHALL
BE UNDER NO OBLIGATION TO PROVIDE SUCH INFORMATION TO THEM. WITH RESPECT TO
THEIR LOANS (IF ANY),
LASALLE AND ITS AFFILIATES SHALL HAVE THE SAME RIGHTS AND
POWERS UNDER THIS AGREEMENT AS ANY OTHER LENDER AND MAY EXERCISE THE SAME AS
THOUGH LASALLE WERE NOT THE ADMINISTRATIVE AGENT, AND THE TERMS "LENDER" AND
"LENDERS" INCLUDE LASALLE AND ITS AFFILIATES, TO THE EXTENT APPLICABLE, IN THEIR
INDIVIDUAL CAPACITIES.
14.10
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY
RESIGN AS ADMINISTRATIVE AGENT UPON 30 DAYS' NOTICE TO THE LENDERS. IF THE
ADMINISTRATIVE AGENT RESIGNS UNDER THIS AGREEMENT, THE REQUIRED LENDERS SHALL,
WITH (SO LONG AS NO EVENT OF DEFAULT EXISTS) THE CONSENT OF THE COMPANY (WHICH
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED), APPOINT FROM AMONG THE LENDERS A
SUCCESSOR AGENT FOR THE LENDERS. IF NO SUCCESSOR AGENT IS APPOINTED PRIOR TO THE
EFFECTIVE DATE OF THE RESIGNATION OF THE ADMINISTRATIVE AGENT, THE
ADMINISTRATIVE AGENT MAY APPOINT, AFTER CONSULTING WITH THE LENDERS AND THE
COMPANY, A SUCCESSOR AGENT FROM AMONG THE LENDERS. UPON THE ACCEPTANCE OF ITS
APPOINTMENT AS SUCCESSOR AGENT HEREUNDER, SUCH SUCCESSOR AGENT SHALL SUCCEED TO
ALL THE RIGHTS, POWERS AND DUTIES OF THE RETIRING ADMINISTRATIVE AGENT AND THE
TERM "ADMINISTRATIVE AGENT" SHALL