OR THE VALIDITY, EFFECTIVENESS, PERFECTION OR RELATIVE PRIORITY OF THE
LIENS AND SECURITY INTERESTS OF THE LENDERS AND THE LC ISSUER THEREIN, OR
(G) THE FILING, RECORDING, REFILING, CONTINUING OR RE-RECORDING OF ANY FINANCING
STATEMENT OR OTHER DOCUMENT OR INSTRUMENT EVIDENCING OR RELATING TO THE SECURITY
INTERESTS OR LIENS OF THE LENDERS AND THE LC ISSUER IN THE COLLATERAL.
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11.3
RIGHTS AS A LENDER.
THE PERSON SERVING AS THE ADMINISTRATIVE AGENT
HEREUNDER SHALL HAVE THE SAME RIGHTS AND POWERS IN ITS CAPACITY AS A LENDER AS
ANY OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE
ADMINISTRATIVE AGENT AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS OTHERWISE
EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, INCLUDE THE PERSON
SERVING AS THE ADMINISTRATIVE AGENT HEREUNDER IN ITS INDIVIDUAL CAPACITY.
SUCH
PERSON AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT AS THE
FINANCIAL ADVISOR OR IN ANY OTHER ADVISORY CAPACITY FOR AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH ANY LOAN PARTY OR ANY SUBSIDIARY OR OTHER AFFILIATE
THEREOF AS IF SUCH PERSON WERE NOT THE ADMINISTRATIVE AGENT HEREUNDER AND
WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO THE LENDERS.
11.4
ACTIONS BY ADMINISTRATIVE AGENT.
(A)
THE ADMINISTRATIVE AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR
REFUSING TO TAKE ANY ACTION UNDER THIS AGREEMENT AS IT REASONABLY DEEMS
APPROPRIATE UNLESS IT SHALL FIRST HAVE RECEIVED SUCH ADVICE OR CONCURRENCE OF
THE LENDERS AND SHALL BE INDEMNIFIED TO ITS REASONABLE SATISFACTION BY THE
LENDERS AGAINST ANY AND ALL LIABILITY AND EXPENSE WHICH MAY BE INCURRED BY IT BY
REASON OF TAKING OR CONTINUING TO TAKE ANY SUCH ACTION.
THE ADMINISTRATIVE
AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN ACTING, OR IN REFRAINING FROM
ACTING, UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS IN ACCORDANCE WITH A
REQUEST OF THE LENDERS, AND SUCH REQUEST AND ANY ACTION TAKEN OR FAILURE TO ACT
PURSUANT THERETO SHALL BE BINDING UPON THE LENDERS AND ALL FUTURE HOLDERS OF THE
NOTES.
(B)
WHETHER OR NOT AN EVENT OF DEFAULT SHALL HAVE OCCURRED, THE
ADMINISTRATIVE AGENT MAY FROM TIME TO TIME EXERCISE SUCH RIGHTS OF THE
ADMINISTRATIVE AGENT, THE LC ISSUER AND THE LENDERS UNDER THE LOAN DOCUMENTS AS
IT DETERMINES MAY BE NECESSARY OR DESIRABLE TO PROTECT THE COLLATERAL AND THE
INTERESTS OF THE ADMINISTRATIVE AGENT, THE LC ISSUER AND THE LENDERS THEREIN AND
UNDER THE LOAN DOCUMENTS.
11.5
RELIANCE BY ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL
BE ENTITLED TO RELY UPON, AND SHALL NOT INCUR ANY LIABILITY FOR RELYING UPON,
ANY NOTICE, REQUEST, CERTIFICATE, CONSENT, STATEMENT, INSTRUMENT, DOCUMENT OR
OTHER WRITING (INCLUDING ANY ELECTRONIC MESSAGE, INTERNET OR INTRANET WEBSITE
POSTING OR OTHER DISTRIBUTION) BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN
SIGNED, SENT OR OTHERWISE AUTHENTICATED BY THE PROPER PERSON.
THE
ADMINISTRATIVE AGENT ALSO MAY RELY UPON ANY STATEMENT MADE TO IT ORALLY OR BY
TELEPHONE AND BELIEVED BY IT TO HAVE BEEN MADE BY THE PROPER PERSON, AND SHALL
NOT INCUR ANY LIABILITY