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 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 AGENTS OR ATTORNEYS-IN-FACT SELECTED BY IT WITH REASONABLE CARE.
THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING THE
CONTRACTUAL ARRANGEMENT BETWEEN THE ADMINISTRATIVE AGENT AND THE LENDERS AND ALL
MATTERS PERTAINING TO THE ADMINISTRATIVE AGENT'S 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.
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 (OR, IF THE COMMITMENTS HAVE BEEN TERMINATED, IN
PROPORTION TO THEIR COMMITMENTS IMMEDIATELY PRIOR TO SUCH TERMINATION) (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 (INCLUDING FOR ANY EXPENSES INCURRED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH ANY DISPUTE BETWEEN THE ADMINISTRATIVE
AGENT AND ANY LENDER OR BETWEEN TWO OR MORE OF THE LENDERS) AND (III) FOR ANY
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND AND NATURE
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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
OR ANY OTHER DOCUMENT DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS
CONTEMPLATED THEREBY (INCLUDING