ACCOUNTS AND CASH MANAGEMENT ACCOUNTS
AS AGENT DEEMS NECESSARY AND APPROPRIATE IN ACCORDANCE WITH THE LOAN DOCUMENTS
FOR THE FOREGOING PURPOSES WITH RESPECT TO THE COLLATERAL AND THE COLLECTIONS OF
BORROWERS AND THEIR SUBSIDIARIES, (F) PERFORM, EXERCISE, AND ENFORCE ANY AND ALL
OTHER RIGHTS AND REMEDIES OF THE LENDER GROUP WITH RESPECT TO BORROWERS, THE
OBLIGATIONS, THE COLLATERAL, THE COLLECTIONS OF BORROWERS AND THEIR
SUBSIDIARIES, OR OTHERWISE RELATED TO ANY OF SAME AS PROVIDED IN THE LOAN
DOCUMENTS, AND (G) INCUR AND PAY SUCH LENDER GROUP EXPENSES AS AGENT MAY DEEM
NECESSARY OR APPROPRIATE FOR THE PERFORMANCE AND FULFILLMENT OF ITS FUNCTIONS
AND POWERS PURSUANT TO THE LOAN DOCUMENTS.
15.2
DELEGATION OF DUTIES. AGENT MAY EXECUTE ANY OF ITS DUTIES UNDER
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY OR THROUGH AGENTS, EMPLOYEES OR
ATTORNEYS IN FACT AND SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL
MATTERS PERTAINING TO SUCH DUTIES. AGENT SHALL NOT BE RESPONSIBLE FOR THE
NEGLIGENCE OR MISCONDUCT OF ANY AGENT OR ATTORNEY IN FACT THAT IT SELECTS AS
LONG AS SUCH SELECTION WAS MADE WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
15.3
LIABILITY OF AGENT. NONE OF THE AGENT RELATED PERSONS SHALL (A) BE
LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT),
OR (B) BE RESPONSIBLE IN ANY MANNER TO ANY OF THE LENDERS FOR ANY RECITAL,
STATEMENT, REPRESENTATION OR WARRANTY MADE BY ANY BORROWER OR AFFILIATE OF ANY
BORROWER, OR ANY OFFICER OR DIRECTOR THEREOF, CONTAINED IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT, OR IN ANY CERTIFICATE, REPORT, STATEMENT OR OTHER
DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY AGENT UNDER OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE VALIDITY,
EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR FOR ANY FAILURE OF ANY BORROWER OR ANY OTHER PARTY
TO ANY LOAN DOCUMENT TO PERFORM ITS OBLIGATIONS HEREUNDER OR THEREUNDER. NO
AGENT RELATED PERSON SHALL 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR TO
INSPECT THE BOOKS AND RECORDS OR PROPERTIES OF BORROWERS OR THE BOOKS OR RECORDS
OR PROPERTIES OF ANY OF BORROWERS' SUBSIDIARIES OR AFFILIATES.
15.4
RELIANCE BY AGENT. AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE
FULLY PROTECTED IN RELYING, UPON ANY WRITING, RESOLUTION, NOTICE, CONSENT,
CERTIFICATE, AFFIDAVIT, LETTER, TELEGRAM, TELEFACSIMILE OR OTHER ELECTRONIC
METHOD OF TRANSMISSION, TELEX OR TELEPHONE MESSAGE, STATEMENT
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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 BORROWERS OR
COUNSEL TO ANY