AGENTS NOR ANY OF THEIR AFFILIATES NOR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE RESPONSIBLE FOR OR
HAVE ANY DUTY TO ASCERTAIN, INQUIRE INTO OR VERIFY (I) ANY STATEMENT, WARRANTY
OR REPRESENTATION MADE IN CONNECTION WITH ANY LOAN DOCUMENT OR ANY BORROWING
HEREUNDER; (II) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE COVENANTS OR
AGREEMENTS OF THE BORROWER; (III) THE SATISFACTION OF ANY CONDITION SPECIFIED IN
ARTICLE 3, EXCEPT RECEIPT OF ITEMS REQUIRED TO BE DELIVERED TO THE AGENTS; OR
(IV) THE VALIDITY, EFFECTIVENESS OR GENUINENESS OF ANY LOAN DOCUMENT OR ANY
OTHER INSTRUMENT OR WRITING FURNISHED IN CONNECTION THEREWITH. NONE OF THE
AGENTS, THEIR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES SHALL BE UNDER ANY OBLIGATION TO ANY LENDER OR PARTICIPANT TO INSPECT
THE PROPERTIES, BOOKS OR RECORDS OF ANY QWEST ENTITY. THE AGENTS SHALL NOT INCUR
ANY LIABILITY BY ACTING IN RELIANCE UPON ANY NOTICE, CONSENT, CERTIFICATE,
STATEMENT, OR OTHER WRITING (WHICH MAY BE A LENDER WIRE, TELEX OR SIMILAR
WRITING) BELIEVED BY IT TO BE GENUINE OR TO BE SIGNED BY THE PROPER PARTY OR
PARTIES.
31
SECTION 7.07.
INDEMNIFICATION.
EACH LENDER SHALL, RATABLY IN
ACCORDANCE WITH ITS COMMITMENT, INDEMNIFY THE AGENTS, THEIR AFFILIATES AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES (TO THE EXTENT NOT
REIMBURSED BY THE BORROWER) AGAINST ANY COST, EXPENSE (INCLUDING REASONABLE
COUNSEL FEES AND DISBURSEMENTS), CLAIM, DEMAND, ACTION, LOSS OR LIABILITY
(EXCEPT SUCH AS RESULT FROM SUCH INDEMNITEES' GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT) THAT SUCH INDEMNITEES MAY SUFFER OR INCUR IN CONNECTION WITH THE
LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY SUCH INDEMNITEES THEREUNDER.
NO ACTION TAKEN WITH THE CONSENT OR AT THE REQUEST OF THE REQUIRED LENDERS SHALL
BE DEEMED TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF
THIS SECTION.
SECTION 7.08.
CREDIT DECISION; DISCLOSURE OF INFORMATION BY AGENTS.
EACH LENDER ACKNOWLEDGES THAT NONE OF THE AGENTS, THEIR AFFILIATES AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES (EACH, AN "AGENT-RELATED
PERSON") HAS MADE ANY REPRESENTATION OR WARRANTY TO IT, AND THAT NO ACT BY THE
AGENTS HEREAFTER TAKEN, INCLUDING ANY CONSENT TO AND ACCEPTANCE OF ANY
ASSIGNMENT OR REVIEW OF THE AFFAIRS OF ANY QWEST ENTITY, SHALL BE DEEMED TO
CONSTITUTE ANY REPRESENTATION OR WARRANTY BY THE AGENTS OR ANY OTHER PERSON TO
ANY LENDER AS TO ANY MATTER, INCLUDING WHETHER AGENT-RELATED PERSONS HAVE
DISCLOSED MATERIAL INFORMATION IN THEIR POSSESSION.
EACH LENDER REPRESENTS TO
THE AGENTS THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY
AGENT-RELATED PERSON AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS
DEEMED APPROPRIATE, MADE ITS OWN APPRAISAL OF AND INVESTIGATION INTO THE
BUSINESS, PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION AND
CREDITWORTHINESS OF THE QWEST ENTITIES, AND ALL APPLICABLE LENDER OR OTHER
REGULATORY LAWS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND MADE ITS
OWN DECISION TO ENTER INTO THIS AGREEMENT AND TO EXTEND CREDIT HEREUNDER.
EACH
LENDER ALSO REPRESENTS THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY
AGENT-RELATED PERSON AND BASED ON SUCH