BY THE REQUIRED LENDERS (OR ALL OF
THE LENDERS IN THE EVENT THAT AND TO THE EXTENT THAT THIS AGREEMENT EXPRESSLY
REQUIRES SUCH), AND SUCH INSTRUCTIONS AND ANY ACTION TAKEN OR FAILURE TO ACT
PURSUANT THERETO SHALL BE BINDING ON ALL OF THE LENDERS AND ON ALL OWNERS OF
LOANS.
UPON RECEIPT OF ANY SUCH INSTRUCTIONS FROM THE
79
REQUIRED LENDERS (OR ALL OF THE LENDERS IN THE EVEN THAT AND TO THE EXTENT THAT
THIS AGREEMENT EXPRESSLY REQUIRES SUCH), THE ADMINISTRATIVE AGENT SHALL BE
PERMITTED TO ACT ON BEHALF OF THE FULL PRINCIPAL AMOUNT OF THE OBLIGATIONS.
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.
11.6
EMPLOYMENT OF ADMINISTRATIVE AGENT AND COUNSEL.
THE ADMINISTRATIVE AGENT MAY EXECUTE ANY OF ITS DUTIES AS THE ADMINISTRATIVE
AGENT HEREUNDER AND UNDER ANY OTHER LOAN DOCUMENT BY OR THROUGH EMPLOYEES,
AGENTS, AND ATTORNEY-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.
11.7
RELIANCE ON DOCUMENTS; COUNSEL.
THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY UPON ANY 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.
11.8
THE ADMINISTRATIVE AGENT'S REIMBURSEMENT AND
INDEMNIFICATION.
THE LENDERS AGREE TO REIMBURSE AND INDEMNIFY THE
ADMINISTRATIVE AGENT RATABLY IN PROPORTION TO ITS RESPECTIVE PRO RATA SHARES (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 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 OR ANY OTHER DOCUMENT DELIVERED
IN CONNECTION THEREWITH OR THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE
ENFORCEMENT OF ANY OF THE TERMS THEREOF OR OF ANY SUCH OTHER DOCUMENTS, PROVIDED
THAT NO LENDER SHALL BE LIABLE