OTHER LOAN DOCUMENT, ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO OR THE PROPERTY COVERED
THEREBY OR THE PERFECTION OR PRIORITY OF ANY LIEN IN FAVOR OF THE ADMINISTRATIVE
AGENT ON BEHALF OF THE LENDERS IN ANY THE PROPERTY; (D) SHALL HAVE ANY LIABILITY
IN RESPECT OF ANY RECITALS, STATEMENTS, CERTIFICATIONS, REPRESENTATIONS OR
WARRANTIES CONTAINED IN ANY OF THE LOAN DOCUMENTS OR ANY OTHER DOCUMENT,
INSTRUMENT, AGREEMENT, CERTIFICATE OR STATEMENT DELIVERED IN CONNECTION
THEREWITH; AND (E) SHALL INCUR ANY LIABILITY UNDER OR IN RESPECT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ACTING UPON ANY NOTICE, CONSENT,
CERTIFICATE OR OTHER INSTRUMENT OR WRITING (WHICH MAY BE BY TELEPHONE, TELECOPY
OR ELECTRONIC MAIL) BELIEVED BY IT TO BE GENUINE AND SIGNED, SENT OR GIVEN BY
THE PROPER PARTY OR PARTIES.
THE ADMINISTRATIVE AGENT MAY EXECUTE ANY OF ITS
DUTIES UNDER THE LOAN DOCUMENTS BY OR THROUGH AGENTS, EMPLOYEES OR
ATTORNEYS-IN-FACT AND SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT
OF ANY AGENT OR ATTORNEY-IN-FACT THAT IT SELECTS IN THE ABSENCE OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
SECTION 11.8
INDEMNIFICATION OF ADMINISTRATIVE AGENT.
REGARDLESS OF
WHETHER THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE CONSUMMATED, EACH LENDER AGREES TO INDEMNIFY ADMINISTRATIVE AGENT
(TO THE EXTENT NOT REIMBURSED BY BORROWER AND WITHOUT LIMITING THE OBLIGATION OF
BORROWER TO DO SO) PRO RATA IN ACCORDANCE WITH SUCH LENDER'S RESPECTIVE PRO RATA
SHARE, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY
KIND OR NATURE WHATSOEVER WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY, OR
ASSERTED AGAINST ADMINISTRATIVE AGENT (IN ITS CAPACITY AS ADMINISTRATIVE AGENT
BUT NOT AS A "LENDER") IN ANY WAY RELATING TO OR ARISING OUT OF THE LOAN
DOCUMENTS, ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR ANY ACTION TAKEN OR
OMITTED BY ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS (COLLECTIVELY,
"INDEMNIFIABLE AMOUNTS"); PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR
ANY PORTION OF SUCH INDEMNIFIABLE AMOUNTS TO THE EXTENT RESULTING FROM
ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A
COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE JUDGMENT; PROVIDED,
HOWEVER, THAT NO ACTION TAKEN IN ACCORDANCE WITH THE DIRECTIONS OF THE REQUISITE
LENDERS (OR ALL OF THE LENDERS, IF EXPRESSLY REQUIRED HEREUNDER) SHALL BE DEEMED
TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF THIS
SECTION.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH LENDER AGREES
TO REIMBURSE ADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED BY BORROWER AND
WITHOUT LIMITING THE OBLIGATION OF BORROWER TO DO SO) PROMPTLY UPON DEMAND FOR
ITS PRO RATA SHARE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING THE REASONABLE FEES
AND EXPENSES OF THE COUNSEL TO ADMINISTRATIVE AGENT) INCURRED BY ADMINISTRATIVE
AGENT IN CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION,
ADMINISTRATION, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS,
OR OTHERWISE) OF, OR LEGAL ADVICE WITH RESPECT TO THE RIGHTS OR RESPONSIBILITIES
OF THE PARTIES UNDER, THE LOAN DOCUMENTS, ANY SUIT OR ACTION BROUGHT BY
ADMINISTRATIVE AGENT TO