ACCOUNTS AND CASH MANAGEMENT ACCOUNTS AS AGENT DEEMS
NECESSARY AND APPROPRIATE IN ACCORDANCE WITH THE LOAN DOCUMENTS FOR THE
FOREGOING PURPOSES WITH RESPECT TO ANY COLLATERAL AND THE COLLECTIONS, (F)
PERFORM, EXERCISE, AND ENFORCE ANY AND ALL OTHER RIGHTS AND REMEDIES OF THE
LENDERS WITH RESPECT TO BORROWER, THE OBLIGATIONS, ANY COLLATERAL, THE
COLLECTIONS, OR OTHERWISE RELATED TO ANY OF 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.
16.2.
DELEGATION OF DUTIES.
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 WITHOUT GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
16.3.
LIABILITY OF AGENT.
NONE OF THE AGENT, ITS
AFFILIATES, OFFICERS OR DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, 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
BORROWER OR ANY AFFILIATE OF BORROWER, 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
BORROWER 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 BOOKS, RECORDS OR PROPERTIES OF BORROWER.
53
16.4.
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 BORROWER OR COUNSEL TO ANY LENDER), INDEPENDENT ACCOUNTANTS AND OTHER
EXPERTS SELECTED BY AGENT.
AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR
REFUSING TO TAKE ANY ACTION UNDER THIS AGREEMENT OR ANY OTHER LOAN