FOREGOING, THE AGENT AND ANY ISSUER
EACH:
(A) MAY CONSULT WITH LEGAL COUNSEL (INCLUDING COUNSEL FOR ANY LOAN
PARTY), INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT AND
SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN IN GOOD FAITH BY
IT IN ACCORDANCE WITH
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THE ADVICE OF SUCH COUNSEL, ACCOUNTANTS OR EXPERTS; (B) MAKES NO WARRANTY OR
REPRESENTATION TO ANY LENDER AND SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY
STATEMENTS, WARRANTIES OR REPRESENTATIONS (WHETHER WRITTEN OR ORAL) MADE IN OR
IN CONNECTION WITH THE LOAN DOCUMENTS; (C) SHALL NOT HAVE ANY DUTY TO ASCERTAIN
OR TO INQUIRE AS TO THE PERFORMANCE, OBSERVANCE OR SATISFACTION OF ANY OF THE
TERMS, COVENANTS OR CONDITIONS OF ANY LOAN DOCUMENT ON THE PART OF ANY LOAN
PARTY OR THE EXISTENCE AT ANY TIME OF ANY DEFAULT UNDER THE LOAN DOCUMENTS OR TO
INSPECT THE PROPERTY (INCLUDING THE BOOKS AND RECORDS) OF ANY LOAN PARTY;
(D) SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR THE DUE EXECUTION, LEGALITY,
VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF, OR THE
PERFECTION OR PRIORITY OF ANY LIEN OR SECURITY INTEREST CREATED OR PURPORTED TO
BE CREATED UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO; AND (E) SHALL INCUR NO
LIABILITY UNDER OR IN RESPECT OF ANY LOAN DOCUMENT BY ACTING UPON ANY NOTICE,
CONSENT, CERTIFICATE OR OTHER INSTRUMENT OR WRITING (WHICH MAY BE BY TELEGRAM,
TELECOPY OR ELECTRONIC COMMUNICATION) BELIEVED BY IT TO BE GENUINE AND SIGNED OR
SENT BY THE PROPER PARTY OR PARTIES.
SECTION 8.3
JPMORGAN AND AFFILIATES.
WITH RESPECT TO ITS COMMITMENTS AND ITS
LETTER OF CREDIT EXPOSURE, THE LOAN MADE BY IT AND ANY NOTE ISSUED TO IT,
JPMORGAN SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THE LOAN DOCUMENTS AS ANY
OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH EACH WERE NOT AN AGENT OR AN
ISSUER; AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS OTHERWISE EXPRESSLY
INDICATED, INCLUDE JPMORGAN IN ITS INDIVIDUAL CAPACITY.
JPMORGAN AND ITS
AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT AS TRUSTEE UNDER
INDENTURES OF, ACCEPT INVESTMENT BANKING ENGAGEMENTS FROM, ACT AS A COUNTERPARTY
TO ANY HEDGING AGREEMENTS AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH, ANY
LOAN PARTY, ANY OF ITS SUBSIDIARIES AND ANY PERSON THAT MAY DO BUSINESS WITH OR
OWN SECURITIES OF ANY LOAN PARTY OR ANY SUCH SUBSIDIARY, ALL AS IF JPMORGAN WERE
NOT THE AGENT OR AN ISSUER AND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO THE
LENDERS.
NO AGENT OR ISSUER SHALL HAVE ANY DUTY TO DISCLOSE ANY INFORMATION
OBTAINED OR RECEIVED BY IT OR ANY OF ITS AFFILIATES RELATING TO ANY LOAN PARTY
OR ANY OF ITS SUBSIDIARIES TO THE EXTENT SUCH INFORMATION WAS OBTAINED OR
RECEIVED IN ANY CAPACITY OTHER THAN AS THE AGENT OR AN ISSUER, RESPECTIVELY.
SECTION 8.4
LENDER CREDIT DECISION.
EACH LENDER ACKNOWLEDGES THAT IT HAS,
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT, ANY ISSUER OR