SUCH PERSON OR SOLELY BY REASON OF THE BREACH OF THE EXPRESS TERMS
THEREOF BY SUCH PERSON.
10.4.
NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.
NEITHER THE AGENT NOR
ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE RESPONSIBLE FOR OR
HAVE ANY DUTY TO ASCERTAIN, INQUIRE INTO, OR VERIFY (A) ANY STATEMENT, WARRANTY
OR REPRESENTATION MADE IN CONNECTION WITH ANY LOAN DOCUMENT OR ANY BORROWING
HEREUNDER; (B) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE COVENANTS OR
AGREEMENTS OF ANY OBLIGOR UNDER ANY LOAN DOCUMENT, INCLUDING, WITHOUT
LIMITATION, ANY AGREEMENT BY AN OBLIGOR TO FURNISH INFORMATION DIRECTLY TO EACH
LENDER; (C) THE SATISFACTION OF ANY CONDITION SPECIFIED IN ARTICLE IV, EXCEPT
RECEIPT OF ITEMS REQUIRED TO BE DELIVERED SOLELY TO THE AGENT; (D) THE EXISTENCE
OR POSSIBLE EXISTENCE OF ANY DEFAULT OR UNMATURED DEFAULT; (E) THE VALIDITY,
ENFORCEABILITY, EFFECTIVENESS, SUFFICIENCY OR GENUINENESS OF ANY LOAN DOCUMENT
OR ANY OTHER INSTRUMENT OR WRITING FURNISHED IN CONNECTION THEREWITH; (F) THE
VALUE, SUFFICIENCY, CREATION, PERFECTION OR PRIORITY OF ANY LIEN IN ANY
COLLATERAL; OR (G) THE FINANCIAL CONDITION OF THE PARENT, THE BORROWER, ANY
SUBSIDIARY OR ANY GUARANTOR OF ANY OF THE OBLIGATIONS OR OF ANY OF THE PARENT'S,
THE BORROWER'S, SUCH SUBSIDIARY'S OR ANY SUCH GUARANTOR'S RESPECTIVE
SUBSIDIARIES.
THE AGENT SHALL HAVE NO DUTY TO DISCLOSE TO THE LENDERS
INFORMATION THAT IS NOT REQUIRED TO BE FURNISHED BY THE PARENT OR THE BORROWER
TO THE AGENT AT SUCH TIME, BUT IS VOLUNTARILY FURNISHED BY THE PARENT OR THE
BORROWER TO THE AGENT (EITHER IN ITS CAPACITY AS AGENT OR IN ITS INDIVIDUAL
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 (OR ALL OF THE LENDERS IN THE EVENT THAT AND TO THE EXTENT THAT
THIS AGREEMENT EXPRESSLY REQUIRES SUCH APPROVAL), AND SUCH INSTRUCTIONS AND ANY
ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE BINDING ON ALL OF THE
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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 (OR ALL OF THE LENDERS IN
THE EVENT THAT AND TO THE EXTENT THAT THIS AGREEMENT EXPRESSLY REQUIRES SUCH
APPROVAL).
THE AGENT 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