SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGENT (A)
MAY TREAT THE PERSON WHOSE NAME IS SET FORTH ON THE REGISTER AS THE HOLDER OF
ANY OBLIGATION AS THE HOLDER THEREOF UNTIL AGENT RECEIVES WRITTEN NOTICE OF THE
ASSIGNMENT OR TRANSFER THEREOF IN ACCORDANCE WITH THIS AGREEMENT, SIGNED BY SUCH
PERSON AND IN THE FORM REQUIRED UNDER SECTION 10.5(C) PAYEE AND IN FORM
SATISFACTORY TO AGENT; (B) MAY CONSULT WITH LEGAL COUNSEL (INCLUDING COUNSEL FOR
BORROWER), INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT AND
SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN IN GOOD FAITH BY
IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL, ACCOUNTANTS OR EXPERTS; (C)
MAKES NO WARRANTY OR REPRESENTATION TO ANY OTHER LENDER AND SHALL NOT BE
RESPONSIBLE TO ANY OTHER LENDER PARTY FOR ANY STATEMENTS, WARRANTIES OR
REPRESENTATIONS MADE IN OR IN CONNECTION WITH THE LOAN DOCUMENTS; (D) SHALL NOT
HAVE ANY DUTY TO ASCERTAIN OR TO INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF
ANY OF THE TERMS, COVENANTS OR CONDITIONS OF THE LOAN DOCUMENTS ON THE PART OF
ANY RESTRICTED PERSON OR TO INSPECT THE PROPERTY (INCLUDING THE BOOKS AND
RECORDS) OF ANY RESTRICTED PERSON; (E) SHALL NOT BE RESPONSIBLE TO ANY OTHER
LENDER FOR THE DUE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS,
SUFFICIENCY OR VALUE OF ANY LOAN DOCUMENT OR ANY INSTRUMENT OR DOCUMENT
FURNISHED IN CONNECTION THEREWITH; (F) MAY RELY UPON THE REPRESENTATIONS AND
WARRANTIES OF EACH RESTRICTED PERSON OR LENDER PARTY IN EXERCISING ITS POWERS
HEREUNDER; AND (G) SHALL INCUR NO LIABILITY UNDER OR IN RESPECT OF THE LOAN
DOCUMENTS BY ACTING UPON ANY NOTICE, CONSENT, CERTIFICATE OR OTHER INSTRUMENT OR
WRITING
59
(INCLUDING ANY FACSIMILE, TELEGRAM, CABLE OR TELEX) BELIEVED BY IT TO BE GENUINE
AND SIGNED OR SENT BY THE PROPER PERSON OR PERSONS.
SECTION 9.3.
CREDIT DECISIONS.
EACH LENDER
PARTY ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY
OTHER LENDER PARTY, MADE ITS OWN ANALYSIS OF BORROWER AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND ITS OWN INDEPENDENT DECISION TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
EACH LENDER PARTY ALSO ACKNOWLEDGES
THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY OTHER LENDER PARTY AND
BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE
TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION
UNDER THE LOAN DOCUMENTS.
SECTION 9.4.
INDEMNIFICATION.
EACH LENDER
AGREES TO INDEMNIFY AGENT (TO THE EXTENT NOT REIMBURSED BY BORROWER WITHIN TEN
(10) DAYS AFTER DEMAND) FROM AND AGAINST SUCH LENDER'S PERCENTAGE SHARE OF ANY
AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES, PENALTIES, FINES,
ACTIONS, JUDGMENTS, SUITS, SETTLEMENTS, COSTS, EXPENSES OR DISBURSEMENTS
(INCLUDING REASONABLE FEES OF ATTORNEYS, ACCOUNTANTS, EXPERTS AND ADVISORS) OF
ANY KIND OR NATURE WHATSOEVER (IN THIS SECTION COLLECTIVELY CALLED "LIABILITIES
AND COSTS") WHICH TO ANY EXTENT (IN WHOLE OR IN PART) MAY BE IMPOSED ON,
INCURRED BY, OR ASSERTED AGAINST AGENT