INSTRUCTIONS AND ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE
BINDING ON ALL OF THE LENDERS.
THE LENDERS HEREBY ACKNOWLEDGE THAT THE AGENT
SHALL BE UNDER NO DUTY TO TAKE ANY DISCRETIONARY ACTION PERMITTED TO BE TAKEN BY
IT PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT
UNLESS IT SHALL BE REQUESTED IN WRITING TO DO SO BY THE REQUIRED LENDERS.
THE
AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY ACTION
HEREUNDER AND UNDER ANY OTHER FACILITY DOCUMENT UNLESS IT SHALL FIRST BE
INDEMNIFIED TO ITS SATISFACTION BY THE LENDERS PRO RATA AGAINST ANY AND ALL
LIABILITY, COST AND EXPENSE THAT IT MAY INCUR BY REASON OF TAKING OR CONTINUING
TO TAKE ANY SUCH ACTION.
11.6
EMPLOYMENT OF AGENT AND
COUNSEL.
THE AGENT MAY EXECUTE ANY OF ITS DUTIES AS AGENT HEREUNDER AND UNDER
ANY OTHER FACILITY DOCUMENT BY OR THROUGH EMPLOYEES, AGENTS, AND
ATTORNEYS-IN-FACT AND SHALL NOT BE ANSWERABLE TO THE LENDERS, EXCEPT AS TO MONEY
OR SECURITIES RECEIVED BY IT OR ITS AUTHORIZED AGENTS, FOR THE DEFAULT OR
MISCONDUCT OF ANY SUCH AGENTS OR ATTORNEYS-IN-FACT SELECTED BY IT WITH
REASONABLE CARE.
THE AGENT SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING
THE CONTRACTUAL ARRANGEMENT BETWEEN THE AGENT AND THE LENDERS AND ALL MATTERS
PERTAINING TO THE AGENT'S DUTIES HEREUNDER AND UNDER ANY OTHER FACILITY
DOCUMENT.
11.7
RELIANCE ON DOCUMENTS;
COUNSEL.
THE AGENT SHALL BE ENTITLED TO RELY UPON ANY REVOLVING CREDIT NOTE,
NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, TELEGRAM, STATEMENT, PAPER OR
DOCUMENT BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED OR
SENT BY THE PROPER PERSON OR PERSONS, AND, IN RESPECT TO LEGAL MATTERS, UPON THE
OPINION OF COUNSEL SELECTED BY THE AGENT, WHICH COUNSEL MAY BE EMPLOYEES OF THE
AGENT.
11.8
AGENT'S REIMBURSEMENT AND
INDEMNIFICATION.
THE LENDERS AGREE TO REIMBURSE AND INDEMNIFY THE AGENT RATABLY
IN PROPORTION TO THEIR RESPECTIVE REVOLVING CREDIT COMMITMENTS AND LETTER OF
CREDIT PARTICIPATION AMOUNT (OR, IF THE AGGREGATE REVOLVING CREDIT COMMITMENTS
AND LETTER OF CREDIT COMMITMENTS HAVE BEEN TERMINATED, IN PROPORTION TO THEIR
REVOLVING CREDIT COMMITMENTS AND LETTER OF CREDIT PARTICIPATION AMOUNT
IMMEDIATELY PRIOR TO SUCH TERMINATION) (A) FOR ANY AMOUNTS NOT REIMBURSED BY THE
BORROWER FOR WHICH THE AGENT IS ENTITLED TO REIMBURSEMENT BY THE BORROWER UNDER
THE FACILITY DOCUMENTS, (B) FOR ANY OTHER EXPENSES INCURRED BY THE AGENT ON
BEHALF OF THE LENDERS, IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY,
ADMINISTRATION AND ENFORCEMENT OF THE FACILITY DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, FOR ANY EXPENSES INCURRED BY THE AGENT IN CONNECTION WITH ANY
DISPUTE BETWEEN THE AGENT AND ANY LENDER OR BETWEEN TWO OR MORE OF THE LENDERS)
AND (C) FOR ANY LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND AND NATURE
WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT IN
ANY WAY RELATING TO OR ARISING OUT OF THE FACILITY DOCUMENTS OR ANY OTHER
DOCUMENT DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS CONTEMPLATED