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.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE
AGENT SHALL NOT HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT BE LIABLE FOR THE
FAILURE TO DISCLOSE, ANY INFORMATION RELATING TO THE BORROWER OR ANY OF ITS
SUBSIDIARIES THAT IS COMMUNICATED TO OR OBTAINED BY THE BANK SERVING AS AGENT OR
ANY OF ITS AFFILIATES IN ANY 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 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 AGENT
45
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 AGENT MAY
EXECUTE ANY OF ITS DUTIES AS 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 AGENT SHALL BE
ENTITLED TO ADVICE OF COUNSEL CONCERNING THE CONTRACTUAL ARRANGEMENT BETWEEN THE
AGENT AND THE LENDERS AND ALL MATTERS PERTAINING TO THE AGENT'S DUTIES HEREUNDER
AND UNDER ANY OTHER LOAN DOCUMENT.
10.7
RELIANCE ON DOCUMENTS; COUNSEL.
THE 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 AGENT,
WHICH COUNSEL MAY BE EMPLOYEES OF THE AGENT.
10.8
AGENT'S REIMBURSEMENT AND INDEMNIFICATION.
THE
LENDERS AGREE TO REIMBURSE AND INDEMNIFY THE 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 AGENT IS ENTITLED TO
REIMBURSEMENT BY THE BORROWER UNDER THE LOAN DOCUMENTS, (II) FOR ANY OTHER
EXPENSES