BORROWER TO PERFORM ITS OBLIGATIONS HEREUNDER OR
THEREUNDER. COLLATERAL AGENT SHALL NOT BE UNDER ANY OBLIGATION TO THE LENDERS TO
ASCERTAIN OR TO INQUIRE AS TO THE AGREEMENTS CONTAINED IN, OR CONDITIONS OF,
THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR TO INSPECT THE PROPERTIES,
BOOKS OR RECORDS OF BORROWER. COLLATERAL AGENT SHALL NOT BE REQUIRED TO TAKE ANY
DISCRETIONARY ACTIONS HEREUNDER EXCEPT AT THE WRITTEN DIRECTION OF BORROWER OR
AGENT, IT BEING UNDERSTOOD AND AGREED THAT COLLATERAL AGENT'S DUTIES HEREUNDER
SHALL BE WHOLLY MINISTERIAL IN NATURE AND THAT COLLATERAL AGENT SHALL NOT BE
RESPONSIBLE FOR CALCULATING ANY FINANCIAL RATIOS OR GENERATING ANY REPORTS
(OTHER THAN THE MONTHLY STATEMENT) FOR THE LENDERS OR BORROWER. IN CONNECTION
WITH ANY DISCRETIONARY ACTION WHICH BORROWER IS PERMITTED HEREUNDER TO DIRECT
COLLATERAL AGENT TO TAKE, IF COLLATERAL AGENT SHALL FOLLOW AGENT'S DIRECTIONS
AND NOT BORROWER'S DIRECTIONS, IT SHALL HAVE NO LIABILITY TO BORROWER (OR TO ANY
OTHER PERSON) FOR FOLLOWING ANY SUCH DIRECTIONS OF AGENT AND FOR NOT FOLLOWING
SUCH DIRECTIONS OF BORROWER (IF EXPRESSLY PERMITTED HEREIN). COLLATERAL AGENT
SHALL NOT BE UNDER ANY OBLIGATION OR DUTY TO PERFORM ANY ACT WHICH, IN
COLLATERAL AGENT'S SOLE REASONABLE JUDGMENT, COULD INVOLVE IT IN EXPENSE OR
LIABILITY OR TO INSTITUTE OR DEFEND ANY SUIT IN RESPECT HEREOF, OR TO ADVANCE
ANY OF ITS OWN MONIES, UNLESS AGENT OR BORROWER, AS THE CASE MAY BE, SHALL HAVE
OFFERED TO COLLATERAL AGENT REASONABLE SECURITY OR INDEMNITY AGAINST SUCH
EXPENSE, LIABILITY, SUIT OR ADVANCE.
(E)
INDEMNIFICATION.
BORROWER SHALL INDEMNIFY AND HOLD COLLATERAL
AGENT, AND ITS AGENTS, ATTORNEYS, EMPLOYEES AND OFFICERS HARMLESS FROM AND
AGAINST ANY LOSS, COST OR DAMAGE (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY COLLATERAL AGENT IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY, EXCLUDING ANY SUCH LOSS, COST OR
DAMAGE ARISING AS A RESULT OF COLLATERAL AGENT'S FAILURE TO ADOPT AND FOLLOW
ACCEPTED PRACTICES, GROSS NEGLIGENCE, BAD FAITH, WILLFUL MISCONDUCT OR VIOLATION
OF APPLICABLE LAW. THE INDEMNIFICATION SET FORTH IN THIS PARAGRAPH SHALL SURVIVE
THE SATISFACTION AND PAYMENT OF THE INDEBTEDNESS AND THE TERMINATION OF THIS
AGREEMENT.
(F)
COLLATERAL AGENT'S RELIANCE.
COLLATERAL AGENT SHALL BE ENTITLED
TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY NOTE, WRITING,
RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, CABLEGRAM, FAX,
ELECTRONIC MAIL MESSAGE, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER
DOCUMENT REASONABLY BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN
SIGNED, SENT OR MADE BY THE PROPER PERSON OR PERSONS AND UPON ADVICE AND
STATEMENTS OF LEGAL COUNSEL AND OTHER EXPERTS SELECTED IN GOOD FAITH BY
COLLATERAL AGENT. COLLATERAL AGENT MAY DEEM AND TREAT THE PAYEE OF THE NOTE AS
THE OWNER THEREOF FOR ALL PURPOSES UNLESS A WRITTEN NOTICE OF ASSIGNMENT,
NEGOTIATION OR TRANSFER THEREOF SHALL HAVE BEEN FILED WITH COLLATERAL AGENT.
COLLATERAL AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY
ACTION UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT UNLESS IT SHALL FIRST
RECEIVE SUCH ADVICE OR CONCURRENCE OF AGENT AS IT DEEMS APPROPRIATE OR