AS ADDITIONALLY PROVIDED IN THIS AGREEMENT AND
(II) SHALL HAVE ALL OF THE BENEFITS OF THE PROVISIONS OF SECTION 10.7 AS FULLY
AS IF THE TERM "AGENTS", AS USED IN SECTION 10.7, INCLUDED THE ISSUING LENDER.
10.2.
DELEGATION OF DUTIES.
EACH AGENT MAY EXECUTE ANY
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.
EACH AGENT AND ANY SUCH AGENT
OR ATTORNEY-IN-FACT MAY PERFORM ANY AND ALL OF ITS DUTIES AND EXERCISE ITS
RIGHTS AND POWERS THROUGH THEIR RESPECTIVE RELATED PARTIES.
NO AGENT SHALL BE
RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENTS OR ATTORNEYS-IN-FACT
SELECTED BY IT WITH REASONABLE CARE.
10.3.
EXCULPATORY PROVISIONS.
NEITHER ANY AGENT NOR ANY
OF THEIR RESPECTIVE RELATED PARTIES 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 TO THE EXTENT THAT ANY OF THE
FOREGOING ARE FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED FROM 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
ANY 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 AGENTS 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
ANY OTHER LOAN DOCUMENT OR FOR ANY FAILURE OF ANY LOAN PARTY A PARTY THERETO TO
PERFORM ITS OBLIGATIONS HEREUNDER OR THEREUNDER.
THE AGENTS SHALL NOT BE UNDER
ANY OBLIGATION TO ANY LENDER TO ASCERTAIN OR TO INQUIRE AS TO THE OBSERVANCE OR
PERFORMANCE OF ANY OF THE AGREEMENTS CONTAINED IN, OR CONDITIONS OF, THIS
106
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR
RECORDS OF ANY LOAN PARTY.
10.4.
RELIANCE BY AGENTS.
EACH AGENT SHALL BE ENTITLED
TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY INSTRUMENT, WRITING,
RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, TELECOPY, TELEX OR
TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER DOCUMENT OR CONVERSATION 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
COUNSEL TO HOLDINGS OR THE BORROWER), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY SUCH AGENT.
THE ADMINISTRATIVE 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
ADMINISTRATIVE AGENT.
EACH AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR
REFUSING TO TAKE ANY ACTION