OR WILLFUL
MISCONDUCT.
121
SECTION 9.03
EXCULPATORY PROVISIONS.
NO AGENT-RELATED PERSON SHALL BE (I)
LIABLE FOR ANY ACTION LAWFULLY TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER
OR IN CONNECTION HEREWITH OR IN CONNECTION WITH ANY OF THE OTHER LOAN DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (EXCEPT FOR ITS OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET
FORTH HEREIN) OR (II) RESPONSIBLE IN ANY MANNER TO ANY OF THE LENDERS OR
PARTICIPANTS FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY
ANY OF THE LOAN PARTIES CONTAINED HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS
OR IN ANY CERTIFICATE, REPORT, DOCUMENT, FINANCIAL STATEMENT OR OTHER WRITTEN OR
ORAL STATEMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY AN AGENT UNDER OR
IN CONNECTION HEREWITH OR IN CONNECTION WITH THE OTHER LOAN DOCUMENTS, OR
ENFORCEABILITY OR SUFFICIENCY THEREFOR OF ANY OF THE OTHER LOAN DOCUMENTS, OR
FOR ANY FAILURE OF ANY LOAN PARTY TO PERFORM ITS OBLIGATIONS HEREUNDER OR
THEREUNDER.
NO AGENT-RELATED PERSON SHALL BE UNDER ANY OBLIGATION TO ANY LENDER
OR PARTICIPANT OR BE REQUIRED TO ASCERTAIN OR INQUIRE AS TO THE PERFORMANCE OR
OBSERVANCE OF ANY OF THE TERMS, CONDITIONS, PROVISIONS, COVENANTS OR AGREEMENTS
CONTAINED HEREIN OR THEREIN OR AS TO THE USE OF THE PROCEEDS OF THE LOANS OR THE
USE OF THE LETTERS OF CREDIT OR OF THE EXISTENCE OR POSSIBLE EXISTENCE OF ANY
DEFAULT OR EVENT OF DEFAULT OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF
THE LOAN PARTIES OR ANY AFFILIATE THEREOF.
SECTION 9.04
RELIANCE ON COMMUNICATIONS.
(A)
EACH AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED
IN RELYING, UPON ANY WRITING, COMMUNICATION, SIGNATURE, RESOLUTION,
REPRESENTATION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, TELEGRAM,
FACSIMILE, TELEX OR TELEPHONE MESSAGE, ELECTRONIC MAIL 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 ANY LOAN PARTY),
INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY SUCH AGENT.
EACH AGENT
SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY ACTION UNDER ANY
LOAN DOCUMENT UNLESS IT SHALL FIRST RECEIVE SUCH ADVICE OR CONCURRENCE OF THE
REQUIRED LENDERS AS IT DEEMS APPROPRIATE AND, IF IT SO REQUESTS, IT SHALL FIRST
BE INDEMNIFIED TO ITS SATISFACTION BY THE LENDERS AGAINST ANY AND ALL LIABILITY
AND EXPENSE WHICH MAY BE INCURRED BY IT BY REASON OF TAKING OR CONTINUING TO
TAKE ANY SUCH ACTION.
EACH AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN
ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ACCORDANCE WITH A REQUEST OR CONSENT OF THE REQUIRED LENDERS (OR
SUCH GREATER NUMBER OF LENDERS AS MAY BE EXPRESSLY REQUIRED HEREBY IN ANY
INSTANCE) AND SUCH REQUEST AND ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT
THERETO SHALL BE BINDING UPON ALL THE LENDERS.
(B)
FOR