NEGLIGENCE
OR WILLFUL MISCONDUCT.
THE AGENT SHALL NOT BE REQUIRED TO TAKE ANY ACTION
HEREUNDER OR UNDER THE DEBENTURES, OR TO PROSECUTE OR DEFEND ANY SUIT IN RESPECT
OF THIS AGREEMENT OR UNDER THE DEBENTURES, UNLESS THE AGENT IS INDEMNIFIED TO
ITS REASONABLE SATISFACTION BY THE SECURED PARTIES AGAINST LOSS, COSTS,
LIABILITY AND EXPENSE.
IF ANY INDEMNITY IN FAVOR OF THE AGENT SHALL
12
become impaired, it may call for additional indemnity and cease to do the acts
indemnified against until such additional indemnity is given.
(B)
EXCULPATION.
NEITHER THE AGENT NOR ANY OF
ITS DIRECTORS, OFFICERS, PARTNERS, MEMBERS, SHAREHOLDERS, EMPLOYEES OR AGENTS
SHALL BE LIABLE TO ANY SECURED PARTY FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN
BY IT UNDER THIS AGREEMENT OR THE DEBENTURES, OR IN CONNECTION HEREWITH OR
THEREWITH, EXCEPT FOR ITS OWN WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR BE
RESPONSIBLE FOR THE CONSEQUENCES OF ANY ERROR IN JUDGMENT. NEITHER THE AGENT NOR
ANY OF ITS DIRECTORS, OFFICERS, PARTNERS, MEMBERS, SHAREHOLDERS, EMPLOYEES OR
AGENTS HAS ANY FIDUCIARY RELATIONSHIP WITH ANY SECURED PARTY BY VIRTUE OF THIS
AGREEMENT. THE AGENT SHALL NOT BE RESPONSIBLE TO ANY SECURED PARTY FOR ANY
RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES HEREIN OR IN ANY CERTIFICATE
OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH OR FOR THE AUTHORIZATION,
EXECUTION, EFFECTIVENESS, GENUINENESS, VALIDITY, ENFORCEABILITY, PERFECTION,
COLLECTIBILITY, OR SUFFICIENCY THIS AGREEMENT OR THE DEBENTURES, THE FINANCIAL
CONDITION OF THE BORROWER OR THE CONDITION OR VALUE OF ANY OF THE COLLATERAL, OR
BE REQUIRED TO MAKE ANY INQUIRY CONCERNING EITHER THE PERFORMANCE OR OBSERVANCE
OF ANY OF THE TERMS, PROVISIONS OR CONDITIONS OF THIS AGREEMENT OR THE
DEBENTURES, THE FINANCIAL CONDITION OF THE BORROWER OR THE EXISTENCE OR POSSIBLE
EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT.
THE AGENT SHALL BE ENTITLED TO
RELY UPON ADVICE OF COUNSEL CONCERNING LEGAL MATTERS AND UPON ANY NOTICE,
CONSENT, CERTIFICATE, STATEMENT OR WRITING WHICH IT BELIEVES TO BE GENUINE AND
TO HAVE PRESENTED BY A PROPER PERSON.
(C)
OBLIGATIONS HELD BY THE AGENT.
THE AGENT
SHALL HAVE THE SAME RIGHTS AND POWERS WITH RESPECT TO ANY DEBENTURES HELD BY IT
OR ANY OF ITS AFFILIATES, AS ANY SECURED PARTY AND MAY EXERCISE THE SAME AS IF
IT WERE NOT THE AGENT.
EACH OF THE BORROWER AND EACH SECURED PARTY HEREBY
WAIVES, AND EACH SUCCESSOR TO ANY SECURED PARTY SHALL BE DEEMED TO WAIVE, ANY
RIGHT TO DISQUALIFY ANY SECURED PARTY FROM SERVING AS THE AGENT OR ANY CLAIM
AGAINST THAT SECURED PARTY FOR SERVING AS AGENT.
(D)
COPIES, ETC.
THE AGENT SHALL GIVE PROMPT
NOTICE TO EACH SECURED PARTY OF EACH NOTICE OR REQUEST REQUIRED OR PERMITTED TO
BE GIVEN TO THE AGENT BY THE BORROWER PURSUANT TO THE TERMS OF THIS AGREEMENT.
THE AGENT WILL DISTRIBUTE TO EACH SECURED PARTY EACH INSTRUMENT AND OTHER
AGREEMENT RECEIVED FOR ITS ACCOUNT AND COPIES OF ALL OTHER COMMUNICATIONS
RECEIVED BY THE AGENT FROM A BORROWER FOR DISTRIBUTION TO THE SECURED PARTY BY
THE AGENT IN ACCORDANCE WITH THE TERMS OF THIS