ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY SUCH AGENT.
EACH AGENT AND EACH BANK MAY RELY CONCLUSIVELY ON EACH
INCUMBENCY CERTIFICATE FURNISHED TO IT PURSUANT TO ARTICLE IV HEREOF UNTIL IT
SUBSEQUENTLY RECEIVES A CERTIFICATE AMENDING OR RESCINDING THE PRIOR
CERTIFICATE.
(B)
AS TO ANY MATTER NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT,
EACH AGENT SHALL BE FULLY PROTECTED IN ACTING IN ACCORDANCE WITH INSTRUCTIONS
SIGNED BY THE MAJORITY BANKS AND SUCH INSTRUCTIONS OF
69
THE MAJORITY BANKS AND ACTION TAKEN OR INACTION PURSUANT THERETO SHALL BE
BINDING ON ALL THE BANKS, INCLUDING, BUT NOT LIMITED TO, ANY BANK WHICH HAS NOT
SIGNED SUCH INSTRUCTIONS OR WHICH HAS DISSENTED FROM THE ACTIONS OR INACTIONS
SPECIFIED IN SUCH INSTRUCTIONS, PROVIDED THAT NO AGENT SHALL BE REQUIRED TO ACT
OR NOT TO ACT IF TO DO SO, IN ITS SOLE JUDGMENT, WOULD EXPOSE SUCH AGENT TO
LIABILITY WHICH LIABILITY WOULD NOT BE COVERED BY THE INDEMNITY PROVISIONS OF
SECTION 9.07 HEREOF OR WOULD BE CONTRARY TO ANY LOAN DOCUMENT OR APPLICABLE LAW.
SECTION 9.06.
EXCULPATORY PROVISIONS.
(A)
NEITHER ANY AGENT NOR ANY
OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE IN
ANY MANNER TO ANY OF THE BANKS FOR ANY ACTION TAKEN, OR OMITTED TO BE TAKEN, IN
GOOD FAITH BY IT OR THEM HEREUNDER OR IN CONNECTION HEREWITH, OR BE RESPONSIBLE
FOR THE CONSEQUENCES OF ANY OVERSIGHT OR ERROR OF JUDGMENT, EXCEPT FOR LOSSES
WHICH ARE FINALLY ADJUDICATED TO BE THE DIRECT RESULT OF ITS OR THEIR GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
(B)
NO AGENT SHALL BE RESPONSIBLE IN ANY MANNER TO ANY OF THE BANKS
FOR THE DUE EXECUTION, EFFECTIVENESS, GENUINENESS, VALIDITY OR ENFORCEABILITY OF
ANY LOAN DOCUMENT OR THE LOANS OR FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY
RECITAL, STATEMENT OR WARRANTY CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT OR
IN ANY CERTIFICATE, REPORT OR OTHER DOCUMENT FURNISHED TO IT BY OR ON BEHALF OF
ANY PERSON IN CONNECTION WITH THE LOAN DOCUMENTS, NOR SHALL ANY AGENT BE UNDER
ANY OBLIGATION TO ANY OF THE BANKS TO ASCERTAIN OR INQUIRE AS TO THE PERFORMANCE
OR OBSERVANCE BY THE BORROWER OR ANY OTHER PERSON OF ANY OF THE AGREEMENTS OR
CONDITIONS SET FORTH IN ANY LOAN DOCUMENT OR AS TO THE USE OF ANY MONEYS LOANED
HEREUNDER.
SECTION 9.07.
INDEMNIFICATION OF THE AGENTS.
(A)
THE BANKS,
SEVERALLY, AGREE TO INDEMNIFY EACH AGENT (TO THE EXTENT NOT PROMPTLY REIMBURSED
BY THE BORROWER), RATABLY ACCORDING TO THE RESPECTIVE UNPAID PRINCIPAL AMOUNTS
OF THE OBLIGATIONS AT THE TIME OWING TO SUCH AGENT, FROM AND AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, SUITS, JUDGMENTS,
COURT COSTS AND OTHER COSTS AND EXPENSES OF ANY KIND OR NATURE WHATSOEVER
(HEREINAFTER CALLED, COLLECTIVELY, "EXPENSES") WHICH MAY BE IMPOSED ON, INCURRED
BY OR ASSERTED AGAINST SUCH AGENT, AS SUCH, IN ANY WAY RELATING TO OR ARISING
OUT ANY LOAN DOCUMENT OR ANY ACTION TAKEN OR OMITTED BY SUCH AGENT UNDER ANY
LOAN DOCUMENT; PROVIDED, THAT NO BANK SHALL BE LIABLE