RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS,
TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION WITH RESPECT THERETO,
WHETHER COMING INTO ITS POSSESSION BEFORE THE DATE HEREOF OR AT ANY TIME OR
TIMES THEREAFTER.
AGENT SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY
RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES HEREIN OR IN ANY CERTIFICATE
OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH OR FOR THE AUTHORIZATION,
EXECUTION, EFFECTIVENESS, GENUINENESS, VALIDITY, ENFORCEABILITY, PERFECTION,
COLLECTIBILITY, OR SUFFICIENCY OF ANY OF THE LOAN DOCUMENTS, THE FINANCIAL
CONDITION OF THE LOAN PARTIES OR THE CONDITION OF ANY OF THE COLLATERAL, OR BE
REQUIRED TO MAKE ANY INQUIRY CONCERNING EITHER THE PERFORMANCE OR OBSERVANCE OF
ANY OF THE TERMS, PROVISIONS OR CONDITIONS OF ANY OF THE LOAN DOCUMENTS, THE
FINANCIAL CONDITION OF THE LOAN PARTIES OR THE EXISTENCE OR POSSIBLE EXISTENCE
OF ANY EVENT OF DEFAULT OR DEFAULT.
11.4
CERTAIN RIGHTS.
IF AGENT REQUESTS INSTRUCTIONS FROM LENDERS OR
MAJORITY LENDERS WITH RESPECT TO ANY INTERPRETATION, ACT OR ACTION (INCLUDING
FAILURE TO ACT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS) AGENT SHALL BE ENTITLED TO REFRAIN FROM SUCH ACT OR TAKING SUCH
ACTIONS UNLESS AND UNTIL IT SHALL HAVE RECEIVED INSTRUCTIONS FROM LENDERS OR THE
MAJORITY LENDERS, AS THE CASE MAY BE; AND AGENT SHALL NOT INCUR LIABILITY TO ANY
PERSON BY SO REFRAINING.
WITHOUT LIMITING THE FOREGOING, NO LENDER SHALL HAVE
ANY RIGHT OF ACTION WHATSOEVER AGAINST AGENT AS A RESULT OF AGENT ACTING OR
REFRAINING FROM ACTING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS IN
ACCORDANCE WITH THE INSTRUCTIONS OF THE MAJORITY LENDERS (AS TO MATTERS
REQUIRING THE CONSENT OF THE MAJORITY LENDERS) OR ALL LENDERS (AS TO MATTERS
REQUIRING THE CONSENT OF ALL LENDERS).
AGENT SHALL BE FULLY JUSTIFIED IN
FAILING OR REFUSING TO TAKE ANY ACTION UNDER ANY LOAN DOCUMENT UNLESS, IF IT
REQUESTS, IT SHALL FIRST BE INDEMNIFIED TO ITS SATISFACTION BY LENDERS AGAINST
ANY AND ALL LIABILITY AND EXPENSE WHICH MAY BE INCURRED BY IT BY REASON OF
TAKING, CONTINUING TO TAKE OR NOT TAKING ANY SUCH ACTION.
11.5
RELIANCE.
AGENT SHALL BE ENTITLED TO RELY UPON ANY WRITTEN NOTICE
OR ANY TELEPHONE MESSAGE BELIEVED BY IT TO BE GENUINE OR CORRECT AND TO HAVE
BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON, AND, WITH RESPECT TO ALL LEGAL
MATTERS PERTAINING TO THE LOAN DOCUMENTS AND ITS DUTIES THEREUNDER, UPON ADVICE
OF COUNSEL SELECTED BY IT.
11.6
INDEMNIFICATION.
TO THE EXTENT AGENT IS NOT REIMBURSED OR
INDEMNIFIED BY BORROWER, LENDERS WILL REIMBURSE AND/OR INDEMNIFY AGENT, IN
PROPORTION TO THE AGGREGATE
57
AMOUNT OF THEIR RESPECTIVE COMMITMENTS (OR, IF COMMITMENTS ARE TERMINATED, LOANS
OUTSTANDING) UNDER THIS AGREEMENT, FOR AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED
ON, INCURRED OR SUSTAINED BY OR ASSERTED AGAINST AGENT, ACTING PURSUANT HERETO
OR ANY OF THE OTHER LOAN DOCUMENTS IN ITS CAPACITY PROVIDED FOR IN