OTHER INFORMATION WITH RESPECT
THERETO, WHETHER COMING INTO ITS POSSESSION BEFORE THE MAKING OF THE LOANS OR AT
ANY TIME OR TIMES THEREAFTER.
THE SERVICER SHALL NOT BE RESPONSIBLE TO ANY PARTICIPANT FOR ANY RECITALS,
STATEMENTS, INFORMATION, REPRESENTATIONS OR WARRANTIES HEREIN OR IN ANY
DOCUMENT, CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION HEREWITH OR FOR
THE EXECUTION, EFFECTIVENESS, GENUINENESS, VALIDITY, ENFORCEABILITY,
COLLECTIBILITY, PRIORITY OR SUFFICIENCY OF THIS AGREEMENT, THE GUARANTY
AGREEMENT, AND LOAN DOCUMENT OR ANY OTHER DOCUMENTS CONTEMPLATED HEREBY OR
THEREBY, OR THE FINANCIAL CONDITION OF THE CREDIT PARTIES OR ANY BORROWER, OR BE
REQUIRED TO MAKE ANY INQUIRY CONCERNING EITHER THE PERFORMANCE OR OBSERVANCE OF
ANY OF THE TERMS, PROVISIONS OR CONDITIONS OF THIS AGREEMENT, THE GUARANTY
AGREEMENT OR THE OTHER DOCUMENTS CONTEMPLATED HEREBY OR THEREBY, OR THE
FINANCIAL CONDITION OF THE CREDIT PARTIES OR ANY BORROWER, OR THE EXISTENCE OR
POSSIBLE EXISTENCE OF ANY UNMATURED CREDIT EVENT OR CREDIT EVENT.
CERTAIN RIGHTS OF THE SERVICER.
IF THE SERVICER SHALL REQUEST INSTRUCTIONS FROM
THE REQUIRED PARTICIPANTS WITH RESPECT TO ANY ACTION OR ACTIONS (INCLUDING THE
FAILURE TO ACT) IN CONNECTION WITH THIS AGREEMENT, THE SERVICER SHALL BE
ENTITLED TO REFRAIN FROM SUCH ACT OR TAKING SUCH ACT, UNLESS AND UNTIL THE
SERVICER SHALL HAVE RECEIVED INSTRUCTIONS FROM THE REQUIRED
PARTICIPANTS; AND THE SERVICER SHALL NOT INCUR LIABILITY IN ANY PERSON BY REASON
OF SO REFRAINING.
WITHOUT LIMITING THE FOREGOING, NO PARTICIPANT SHALL HAVE ANY
RIGHT OF ACTION WHATSOEVER AGAINST THE SERVICER AS A RESULT OF THE SERVICER
ACTING OR REFRAINING FROM ACTING HEREUNDER IN ACCORDANCE WITH THE INSTRUCTIONS
OF THE REQUIRED PARTICIPANTS.
RELIANCE BY SERVICER.
THE SERVICER SHALL BE ENTITLED TO RELY, AND SHALL BE
FULLY PROTECTED IN RELYING, UPON ANY NOTE, WRITING, RESOLUTION, NOTICE,
STATEMENT, CERTIFICATE, TELEX, TELETYPE OR TELECOPIER MESSAGE, CABLE GRAM,
RADIOGRAM, ORDER OR OTHER DOCUMENTARY, TELETRANSMISSION OR TELEPHONE MESSAGE
BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED, SENT OR MADE
BY THE PROPER PERSON.
THE SERVICER MAY CONSULT WITH LEGAL COUNSEL (INCLUDING
COUNSEL FOR ANY CREDIT PARTY), INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY IT AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE
TAKEN BY IT IN GOOD FAITH IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL,
ACCOUNTANTS OR EXPERTS.
INDEMNIFICATION OF SERVICER.
TO THE EXTENT THE SERVICER IS NOT REIMBURSED AND
INDEMNIFIED BY THE CREDIT PARTIES, EACH PARTICIPANT WILL REIMBURSE AND INDEMNIFY
THE SERVICER, RATABLY ACCORDING TO THE RESPECTIVE PRO RATA SHARES, IN EITHER
CASE, FOR AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES (INCLUDING COUNSEL FEES
AND DISBURSEMENTS) OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY
BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE SERVICER IN PERFORMING ITS
DUTIES HEREUNDER, IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE
OTHER OPERATIVE DOCUMENTS; PROVIDED THAT NO PARTICIPANT SHALL BE LIABLE TO THE
SERVICER FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,