OF ITS DUTIES
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY OR THROUGH AGENTS OR
ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL
MATTERS PERTAINING TO SUCH DUTIES.
THE AGENT SHALL NOT BE RESPONSIBLE FOR THE
NEGLIGENCE OR MISCONDUCT OF ANY AGENTS OR ATTORNEYS-IN-FACT SELECTED BY IT WITH
REASONABLE CARE.
8.3
EXCULPATORY PROVISIONS.
NEITHER THE AGENT NOR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT, SUBSIDIARIES OR
AFFILIATES SHALL BE (I) LIABLE FOR ANY ACTION LAWFULLY TAKEN OR OMITTED TO BE
TAKEN BY IT OR SUCH PERSON UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT (EXCEPT FOR ITS OR SUCH PERSON'S OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT) OR (II) RESPONSIBLE IN ANY MANNER TO ANY OF THE LENDERS FOR
ANY RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY THE BORROWER,
ANY OTHER LOAN PARTY OR ANY OFFICER THEREOF, CONTAINED IN THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR IN ANY CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT
REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY THE AGENT UNDER OR IN CONNECTION
WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR THE VALUE, VALIDITY,
EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR
THE NOTES OR ANY OTHER LOAN DOCUMENT OR FOR ANY FAILURE OF THE BORROWER OR ANY
OTHER LOAN PARTY TO PERFORM ITS OBLIGATIONS HEREUNDER OR THEREUNDER.
THE AGENT
SHALL NOT BE UNDER ANY OBLIGATION TO ANY LENDER
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TO ASCERTAIN OR TO INQUIRE AS TO THE OBSERVANCE OR PERFORMANCE OF ANY OF THE
AGREEMENTS CONTAINED IN, OR CONDITIONS OF, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF THE BORROWER OR ANY
OTHER LOAN PARTY.
8.4
RELIANCE BY AGENT.
THE AGENT SHALL BE ENTITLED TO RELY, AND SHALL
BE FULLY PROTECTED IN RELYING, UPON ANY NOTE, WRITING, RESOLUTION, NOTICE
(INCLUDING ANY TELEPHONIC NOTICE), CONSENT, CERTIFICATE, AFFIDAVIT, LETTER,
CABLEGRAM, TELEGRAM, TELECOPY, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR
OTHER DOCUMENT OR CONVERSATION 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 (INCLUDING, WITHOUT LIMITATION,
COUNSEL TO THE BORROWER), THE ACCOUNTANTS AND INDEPENDENT ACCOUNTANTS AND OTHER
EXPERTS SELECTED BY THE AGENT.
THE AGENT MAY DEEM AND TREAT THE PAYEE OF ANY
NOTE AS THE OWNER THEREOF FOR ALL PURPOSES UNLESS A WRITTEN NOTICE OF
ASSIGNMENT, NEGOTIATION OR TRANSFER THEREOF SHALL HAVE BEEN FILED WITH THE
AGENT.
THE 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 THE MAJORITY LENDERS OR ALL LENDERS, AS IT
DEEMS APPROPRIATE, OR IT SHALL FIRST BE INDEMNIFIED TO ITS SATISFACTION BY THE
LENDERS AGAINST ANY AND ALL LIABILITY AND EXPENSE (EXCEPT THOSE INCURRED SOLELY
AS A RESULT OF THE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) WHICH MAY BE
INCURRED BY IT BY REASON OF TAKING