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).
10.5
ACTION ON INSTRUCTIONS OF LENDERS.
THE 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.
10.6
EMPLOYMENT OF 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 AGENTS OR ATTORNEYS-IN-FACT SELECTED BY IT WITH REASONABLE CARE.
THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL
MATTERS PERTAINING TO THE AGENCY HEREBY CREATED AND ITS DUTIES HEREUNDER AND
UNDER ANY OTHER LOAN DOCUMENT.
10.7
RELIANCE ON DOCUMENTS; COUNSEL.
THE ADMINISTRATIVE AGENT
SHALL BE ENTITLED TO RELY UPON ANY 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 ADMINISTRATIVE AGENT, WHICH COUNSEL MAY BE EMPLOYEES OF THE
ADMINISTRATIVE AGENT.
61
10.8
ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION.
THE LENDERS AGREE TO REIMBURSE AND INDEMNIFY THE ADMINISTRATIVE AGENT RATABLY IN
PROPORTION TO THEIR RESPECTIVE COMMITMENTS (I) FOR ANY AMOUNTS NOT REIMBURSED BY
THE BORROWER FOR WHICH THE ADMINISTRATIVE AGENT IS ENTITLED TO REIMBURSEMENT BY
THE BORROWER UNDER THE LOAN DOCUMENTS, (II) FOR ANY OTHER EXPENSES INCURRED BY
THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS, IN CONNECTION WITH THE
PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION AND ENFORCEMENT OF THE LOAN
DOCUMENTS, IF NOT PAID BY BORROWER AND (III) 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 ADMINISTRATIVE AGENT IN ANY WAY RELATING TO
OR ARISING OUT OF THE LOAN DOCUMENTS