FOR RELYING THEREON.
IN DETERMINING COMPLIANCE WITH ANY
CONDITION HEREUNDER TO THE MAKING OF A LOAN, OR THE ISSUANCE OF A LETTER OF
CREDIT, THAT BY ITS TERMS MUST BE FULFILLED TO THE SATISFACTION OF A LENDER OR
THE LC ISSUER, THE ADMINISTRATIVE AGENT MAY PRESUME THAT SUCH CONDITION IS
SATISFACTORY TO SUCH LENDER OR THE LC ISSUER UNLESS THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED NOTICE TO THE CONTRARY FROM SUCH LENDER OR THE LC ISSUER
PRIOR TO THE MAKING OF SUCH LOAN OR THE ISSUANCE OF SUCH LETTER OF CREDIT.
THE
ADMINISTRATIVE AGENT MAY CONSULT WITH LEGAL COUNSEL (WHO MAY BE COUNSEL FOR THE
BORROWERS), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT, AND SHALL
NOT BE LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY IT IN ACCORDANCE WITH THE
ADVICE OF ANY SUCH COUNSEL, ACCOUNTANTS OR EXPERTS.
11.6
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY PERFORM ANY AND
ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT BY OR
82
THROUGH ANY ONE OR MORE SUB-AGENTS APPOINTED BY THE ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT MAY PERFORM ANY AND ALL OF ITS
DUTIES AND EXERCISE ITS RIGHTS AND POWERS BY OR THROUGH THEIR RESPECTIVE RELATED
PARTIES.
THE EXCULPATORY PROVISIONS OF THIS SECTION SHALL APPLY TO ANY SUCH
SUB-AGENT AND TO THE RELATED PARTIES OF THE ADMINISTRATIVE AGENT AND ANY SUCH
SUB-AGENT, AND SHALL APPLY TO THEIR RESPECTIVE ACTIVITIES IN CONNECTION WITH THE
SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN AS WELL AS ACTIVITIES
AS ADMINISTRATIVE AGENT.
11.7
INDEMNIFICATION.
WITHOUT LIMITING THE OBLIGATIONS OF THE BORROWERS
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, THE LENDERS AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND THE LC ISSUER, RATABLY IN ACCORDANCE WITH THEIR
COMMITMENTS, FOR ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY
KIND OR NATURE WHATSOEVER WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST THE ADMINISTRATIVE AGENT OR THE LC ISSUER IN ANY WAY RELATING
TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTS
CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY OR THE ENFORCEMENT OF ANY OF THE TERMS HEREOF OR
THEREOF OR OF ANY SUCH OTHER DOCUMENTS; PROVIDED, THAT NO LENDER SHALL BE LIABLE
FOR ANY OF THE FOREGOING TO THE EXTENT IT RESULTS FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR THE LC ISSUER, AS THE CASE MAY
BE.
11.8
REIMBURSEMENT.
WITHOUT LIMITING THE PROVISIONS OF SECTION 11.7,
THE LENDERS, THE LC ISSUER AND THE ADMINISTRATIVE AGENT HEREBY AGREE THAT THE
ADMINISTRATIVE AGENT SHALL NOT BE OBLIGED TO MAKE AVAILABLE TO ANY PERSON ANY
SUM WHICH THE ADMINISTRATIVE AGENT IS EXPECTING TO RECEIVE FOR THE ACCOUNT OF
THAT PERSON UNTIL THE ADMINISTRATIVE AGENT HAS DETERMINED THAT IT HAS RECEIVED
THAT SUM.
THE ADMINISTRATIVE AGENT MAY, HOWEVER, DISBURSE FUNDS PRIOR TO
DETERMINING THAT THE