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.
17.2
DELEGATION OF DUTIES.
EXCEPT AS OTHERWISE PROVIDED
IN THIS SECTION, 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 IN
COMPLIANCE WITH THIS SECTION AND WITHOUT GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
THE FOREGOING NOTWITHSTANDING, AGENT SHALL NOT MAKE ANY MATERIAL
DELEGATION OF DUTIES TO SUBAGENTS OR NON-EMPLOYEE DELEGEES WITHOUT THE PRIOR
WRITTEN CONSENT OF REQUIRED LENDERS (IT BEING UNDERSTOOD THAT ROUTINE DELEGATION
OF SUCH ADMINISTRATIVE MATTERS AS FILING FINANCING STATEMENTS, OR CONDUCTING
APPRAISALS OR AUDITS, IS NOT VIEWED AS A MATERIAL DELEGATION THAT REQUIRES PRIOR
REQUIRED LENDER APPROVAL).
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17.3
LIABILITY OF AGENT-RELATED PERSONS.
NONE OF THE
AGENT-RELATED PERSONS SHALL (I) 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, (II) BE RESPONSIBLE IN ANY MANNER TO ANY
OF THE LENDERS FOR ANY RECITAL, STATEMENT, REPRESENTATION OR WARRANTY MADE BY
BORROWERS, OR ANY SUBSIDIARY OR AFFILIATE OF BORROWERS, 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 BORROWERS 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 PROPERTIES, BOOKS, OR RECORDS OF
BORROWERS, OR ANY OF BORROWERS' SUBSIDIARIES OR AFFILIATES.
17.4
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, FACSIMILE, TELEX, OR
TELEPHONE MESSAGE, STATEMENT 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 LENDER), INDEPENDENT ACCOUNTANTS, AND
OTHER EXPERTS SELECTED BY AGENT.
AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR
REFUSING TO TAKE