DOCUMENTS OR
ANY OTHER DOCUMENT OR THE FINANCIAL CONDITION OF THE BORROWERS.
ADMINISTRATIVE
AGENT SHALL NOT BE REQUIRED TO MAKE ANY INQUIRY CONCERNING EITHER THE
PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, PROVISIONS OR CONDITIONS OF THIS
AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR ANY OTHER DOCUMENT OR THE FINANCIAL
CONDITION OF THE BORROWERS, OR THE EXISTENCE OR POSSIBLE EXISTENCE OF ANY
UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT UNLESS REQUESTED TO DO SO BY THE
REQUIRED LENDERS.
ADMINISTRATIVE AGENT MAY AT ANY TIME REQUEST INSTRUCTIONS
FROM THE LENDERS WITH RESPECT TO ANY ACTIONS OR APPROVALS (INCLUDING THE FAILURE
TO ACT OR APPROVE) WHICH BY THE TERMS OF ANY OF THE LOAN DOCUMENTS
ADMINISTRATIVE AGENT IS PERMITTED OR REQUIRED TO TAKE OR TO GRANT, AND IF SUCH
INSTRUCTIONS ARE REQUESTED, ADMINISTRATIVE AGENT SHALL BE ABSOLUTELY ENTITLED TO
REFRAIN FROM TAKING ANY ACTION OR TO WITHHOLD ANY APPROVAL AND SHALL NOT BE
UNDER ANY LIABILITY WHATSOEVER TO ANY PERSON FOR REFRAINING FROM ANY ACTION OR
WITHHOLDING ANY APPROVAL UNDER ANY OF THE LOAN DOCUMENTS UNTIL IT SHALL HAVE
RECEIVED SUCH INSTRUCTIONS FROM THE REQUIRED LENDERS OR ALL LENDERS, AS
APPLICABLE.
WITHOUT LIMITING THE FOREGOING, NO LENDER SHALL HAVE ANY RIGHT OF
ACTION WHATSOEVER AGAINST ADMINISTRATIVE AGENT AS A RESULT OF EITHER
ADMINISTRATIVE AGENT ACTING OR REFRAINING FROM ACTING OR APPROVING UNDER ANY OF
THE LOAN DOCUMENTS IN ACCORDANCE WITH THE INSTRUCTIONS OF THE REQUIRED LENDERS
OR, TO THE EXTENT REQUIRED BY SECTION 12.1, ALL OF THE LENDERS.
12.4
RELIANCE.
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY, AND
SHALL BE FULLY PROTECTED IN RELYING, UPON ANY NOTICE, WRITING, RESOLUTION,
STATEMENT, CERTIFICATE, ORDER OR OTHER DOCUMENT OR ANY TELEPHONE, TELEX,
TELETYPE, TELECOPIER OR ELECTRONIC MESSAGE REASONABLY BELIEVED BY IT TO BE
GENUINE AND CORRECT AND TO HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON,
AND, WITH RESPECT TO ALL MATTERS PERTAINING HEREIN OR TO ANY OF THE OTHER LOAN
DOCUMENTS AND ITS DUTIES HEREUNDER OR THEREUNDER, UPON ADVICE OF COUNSEL
SELECTED BY ADMINISTRATIVE AGENT.
12.5
INDEMNIFICATION.
TO THE EXTENT THAT ADMINISTRATIVE AGENT IS NOT
REIMBURSED AND INDEMNIFIED BY THE BORROWERS, THE LENDERS WILL REIMBURSE AND
INDEMNIFY ADMINISTRATIVE AGENT FOR AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, CLAIMS, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE
IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ADMINISTRATIVE AGENT,
121
ACTING PURSUANT HERETO IN SUCH CAPACITY, IN ANY WAY RELATING TO OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY ACTION TAKEN OR
OMITTED BY ADMINISTRATIVE AGENT UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, IN PROPORTION TO EACH LENDER'S PRO RATA SHARE; PROVIDED, HOWEVER,
THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS RESULTING FROM ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
THE OBLIGATIONS OF THE LENDERS UNDER THIS SECTION 12.5 SHALL
SURVIVE THE PAYMENT IN FULL OF