AND SHALL NOT BY REASON OF
THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT BE A TRUSTEE OR FIDUCIARY FOR
ANY LENDER; (B) SHALL NOT BE RESPONSIBLE TO LENDERS FOR ANY RECITALS,
STATEMENTS, REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS AGREEMENT OR IN ANY
OF THE OTHER FINANCING AGREEMENTS, OR IN ANY CERTIFICATE OR OTHER DOCUMENT
REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY ANY OF THEM UNDER, THIS AGREEMENT
OR ANY OTHER FINANCING AGREEMENT, OR FOR THE VALUE, VALIDITY, EFFECTIVENESS,
GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER
FINANCING AGREEMENT OR ANY OTHER DOCUMENT REFERRED TO OR PROVIDED FOR HEREIN OR
THEREIN OR FOR ANY FAILURE BY ANY BORROWER OR ANY GUARANTOR OR ANY OTHER PERSON
TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER; AND (C) SHALL NOT BE
RESPONSIBLE TO LENDERS FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT
HEREUNDER OR UNDER ANY OTHER FINANCING AGREEMENT OR UNDER ANY OTHER DOCUMENT OR
INSTRUMENT REFERRED TO OR PROVIDED FOR HEREIN OR THEREIN OR IN CONNECTION
HEREWITH OR THEREWITH, EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT
JURISDICTION. AGENT MAY EMPLOY AGENTS AND ATTORNEYS IN FACT AND SHALL NOT BE
RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY SUCH AGENTS OR ATTORNEYS IN
FACT SELECTED BY IT IN GOOD FAITH. AGENT MAY DEEM AND TREAT THE PAYEE OF ANY
NOTE AS THE HOLDER THEREOF FOR ALL PURPOSES HEREOF UNLESS AND UNTIL THE
ASSIGNMENT THEREOF PURSUANT TO AN AGREEMENT (IF AND TO THE EXTENT PERMITTED
HEREIN) IN FORM AND SUBSTANCE SATISFACTORY TO AGENT SHALL HAVE BEEN DELIVERED TO
AND ACKNOWLEDGED BY AGENT.
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12.2
RELIANCE BY AGENT.
AGENT SHALL BE ENTITLED TO RELY UPON ANY
CERTIFICATION, NOTICE OR OTHER COMMUNICATION (INCLUDING ANY THEREOF BY
TELEPHONE, TELECOPY, TELEX, TELEGRAM OR CABLE) BELIEVED BY IT TO BE GENUINE AND
CORRECT AND TO HAVE BEEN SIGNED OR SENT BY OR ON BEHALF OF THE PROPER PERSON OR
PERSONS, AND UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL, INDEPENDENT
ACCOUNTANTS AND OTHER EXPERTS SELECTED BY AGENT. AS TO ANY MATTERS NOT EXPRESSLY
PROVIDED FOR BY THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT, AGENT SHALL IN
ALL CASES BE FULLY PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING, HEREUNDER
OR THEREUNDER IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE REQUIRED LENDERS OR
ALL OF LENDERS AS IS REQUIRED IN SUCH CIRCUMSTANCE, AND SUCH INSTRUCTIONS OF
SUCH AGENTS AND ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE
BINDING ON ALL LENDERS.
12.3
EVENTS OF DEFAULT.
(A)
AGENT SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OR NOTICE OF THE
OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT OR OTHER FAILURE OF A CONDITION
PRECEDENT TO THE LOANS AND LETTER OF CREDIT ACCOMMODATIONS HEREUNDER, UNLESS AND
UNTIL AGENT HAS RECEIVED WRITTEN NOTICE FROM A LENDER, OR A BORROWER SPECIFYING
SUCH EVENT OF DEFAULT OR ANY UNFULFILLED CONDITION PRECEDENT, AND STATING THAT
SUCH NOTICE IS A "NOTICE OF DEFAULT