LOSS, COST,
LIABILITY, AND EXPENSE, ADMINISTRATIVE AGENT SHALL NOT BE COMPELLED TO DO ANY
ACT UNDER THE LOAN DOCUMENTS OR TO TAKE ANY ACTION TOWARD THE EXECUTION OR
ENFORCEMENT OF THE POWERS THEREBY CREATED OR TO PROSECUTE OR DEFEND ANY SUIT IN
RESPECT OF THE LOAN DOCUMENTS.
IF ADMINISTRATIVE AGENT REQUESTS INSTRUCTIONS
FROM LENDERS OR REQUIRED LENDERS, AS THE CASE MAY BE, WITH RESPECT TO ANY ACT OR
ACTION (INCLUDING, BUT NOT LIMITED TO, ANY FAILURE TO ACT) IN CONNECTION WITH
ANY LOAN DOCUMENT, SUCH ADMINISTRATIVE AGENT SHALL BE ENTITLED (BUT SHALL NOT BE
REQUIRED) TO REFRAIN (WITHOUT INCURRING ANY LIABILITY TO ANY PERSON BY SO
REFRAINING) FROM SUCH ACT OR ACTION UNLESS AND UNTIL IT HAS RECEIVED SUCH
INSTRUCTIONS.
EXCEPT WHERE ACTION OF REQUIRED LENDERS OR ALL LENDERS IS
REQUIRED IN THE LOAN DOCUMENTS, ADMINISTRATIVE AGENT MAY ACT HEREUNDER IN ITS
OWN DISCRETION WITHOUT REQUESTING INSTRUCTIONS.
IN NO EVENT, HOWEVER, SHALL
ADMINISTRATIVE AGENT OR ANY OF ITS
52
REPRESENTATIVES BE REQUIRED TO TAKE ANY ACTION WHICH IT OR THEY DETERMINE COULD
INCUR FOR IT OR THEM CRIMINAL OR ONEROUS CIVIL LIABILITY.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, NO LENDER SHALL HAVE ANY RIGHT OF ACTION AGAINST
ADMINISTRATIVE AGENT AS A RESULT OF ADMINISTRATIVE AGENT'S ACTING OR REFRAINING
FROM ACTING HEREUNDER IN ACCORDANCE WITH THE INSTRUCTIONS OF REQUIRED LENDERS
(OR ALL LENDERS IF REQUIRED IN THE LOAN DOCUMENTS).
(C)
RELIANCE.
ADMINISTRATIVE AGENT SHALL NOT BE RESPONSIBLE IN ANY MANNER TO
ANY LENDER OR ANY PARTICIPANT FOR, AND EACH LENDER REPRESENTS AND WARRANTS THAT
IT HAS NOT RELIED UPON ADMINISTRATIVE AGENT IN RESPECT OF, (I) THE
CREDITWORTHINESS OF ANY COMPANY AND THE RISKS INVOLVED TO SUCH LENDER, (II) THE
EFFECTIVENESS, ENFORCEABILITY, GENUINENESS, VALIDITY, OR THE DUE EXECUTION OF
ANY LOAN DOCUMENT, (III) ANY REPRESENTATION, WARRANTY, DOCUMENT, CERTIFICATE,
REPORT, OR STATEMENT MADE THEREIN OR FURNISHED THEREUNDER OR IN CONNECTION
THEREWITH, (IV) THE EXISTENCE, PRIORITY, OR PERFECTION OF ANY LIEN, IF ANY, NOW
OR HEREAFTER GRANTED OR PURPORTED TO BE GRANTED UNDER ANY LOAN DOCUMENT, OR (V)
OBSERVATION OF OR COMPLIANCE WITH ANY OF THE TERMS, COVENANTS, OR CONDITIONS OF
ANY LOAN DOCUMENT ON THE PART OF ANY COMPANY.
EACH LENDER AGREES TO INDEMNIFY
ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES AND HOLD THEM HARMLESS FROM AND
AGAINST (BUT LIMITED TO SUCH LENDER'S PRO RATA PART OF) ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
REASONABLE EXPENSES, AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER WHICH MAY BE IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY THEM IN ANY
WAY RELATING TO OR ARISING OUT OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR
OMITTED BY THEM UNDER THE LOAN DOCUMENTS (INCLUDING ANY OF THE FOREGOING ARISING
FROM THE NEGLIGENCE OF ADMINISTRATIVE AGENT OR ITS REPRESENTATIVES), TO THE
EXTENT ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH
AMOUNTS BY ANY COMPANY (PROVIDED THAT NEITHER ADMINISTRATIVE AGENT NOR ANY OF
ITS REPRESENTATIVES SHALL NOT HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS
OR THEIR OWN FRAUD, GROSS