MISCONDUCT OF SUCH PERSON.
11.4
NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.
NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES
SHALL BE RESPONSIBLE TO ANY LENDER FOR OR HAVE ANY DUTY TO ANY LENDER TO
ASCERTAIN, INQUIRE INTO, OR VERIFY (A) ANY STATEMENT, WARRANTY OR REPRESENTATION
MADE IN CONNECTION WITH ANY LOAN DOCUMENT OR ANY BORROWING HEREUNDER; (B) THE
PERFORMANCE OR OBSERVANCE OF ANY OF THE COVENANTS OR AGREEMENTS OF ANY OBLIGOR
UNDER ANY LOAN DOCUMENT, INCLUDING, WITHOUT LIMITATION, ANY AGREEMENT BY AN
OBLIGOR TO FURNISH INFORMATION DIRECTLY TO EACH LENDER; (C) THE SATISFACTION OF
ANY CONDITION SPECIFIED IN ARTICLE IV, EXCEPT RECEIPT OF ITEMS REQUIRED TO BE
DELIVERED SOLELY TO THE ADMINISTRATIVE AGENT; (D) THE EXISTENCE OR POSSIBLE
EXISTENCE OF ANY DEFAULT OR UNMATURED DEFAULT; (E) THE VALIDITY, ENFORCEABILITY,
EFFECTIVENESS, SUFFICIENCY OR GENUINENESS OF ANY LOAN DOCUMENT OR ANY OTHER
INSTRUMENT OR WRITING FURNISHED IN CONNECTION THEREWITH; (F) THE VALUE,
SUFFICIENCY, CREATION, PERFECTION OR PRIORITY OF ANY LIEN IN ANY COLLATERAL
SECURITY; OR (G) THE FINANCIAL CONDITION OF THE BORROWER OR ANY GUARANTOR OF ANY
OF THE OBLIGATIONS OR OF ANY OF THE BORROWER'S OR ANY SUCH GUARANTOR'S
RESPECTIVE SUBSIDIARIES.
THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO
DISCLOSE TO THE LENDERS INFORMATION THAT IS NOT REQUIRED TO BE FURNISHED BY THE
BORROWER TO THE ADMINISTRATIVE AGENT AT SUCH TIME, BUT IS VOLUNTARILY FURNISHED
BY THE BORROWER TO THE ADMINISTRATIVE AGENT (EITHER IN ITS CAPACITY AS
ADMINISTRATIVE AGENT OR IN ITS INDIVIDUAL CAPACITY).
11.5
ACTION ON INSTRUCTIONS OF LENDERS.
THE ADMINISTRATIVE AGENT SHALL
IN ALL CASES BE FULLY PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING,
HEREUNDER AND UNDER ANY OTHER LOAN DOCUMENT IN ACCORDANCE WITH WRITTEN
INSTRUCTIONS SIGNED BY THE REQUIRED LENDERS, AND SUCH 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 ADMINISTRATIVE 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 LOAN DOCUMENT UNLESS
IT SHALL BE REQUESTED IN WRITING TO DO SO BY THE REQUIRED LENDERS.
THE
ADMINISTRATIVE AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY
ACTION HEREUNDER AND UNDER ANY OTHER LOAN 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; PROVIDED THAT THIS SECTION 11.5 SHALL NOT AFFECT THE
BORROWER'S RIGHTS AGAINST THE LENDERS UNDER THE TERMS OF THIS AGREEMENT.
11.6
EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL.
THE
ADMINISTRATIVE AGENT MAY EXECUTE ANY OF ITS DUTIES AS ADMINISTRATIVE AGENT
HEREUNDER AND UNDER ANY OTHER LOAN 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