TAKE ANY ACTION THAT, IN ITS
OPINION OR THE OPINION OF ITS COUNSEL, MAY EXPOSE THE ADMINISTRATIVE AGENT OR
ANY OF ITS AFFILIATES TO LIABILITY OR THAT IS CONTRARY TO ANY LOAN DOCUMENT OR
APPLICABLE LAW.
(B)
NO AGENT-RELATED PERSON 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
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TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), OR (II) BE
RESPONSIBLE IN ANY MANNER TO ANY LENDER OR PARTICIPANT FOR ANY RECITAL,
STATEMENT, REPRESENTATION OR WARRANTY MADE BY ANY LOAN PARTY OR ANY OFFICER
THEREOF, CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, OR IN ANY CERTIFICATE,
REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED
BY ANY 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
ANY LOAN PARTY 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 OR PARTICIPANT 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 ANY LOAN PARTY OR ANY AFFILIATE THEREOF.
(C)
NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL REQUIRE
THE ADMINISTRATIVE AGENT OR ANY OF ITS AGENT-RELATED PERSONS TO CARRY OUT ANY
"KNOW YOUR CUSTOMER" OR OTHER CHECKS IN RELATION TO ANY PERSON ON BEHALF OF ANY
LENDER AND EACH LENDER CONFIRMS TO THE ADMINISTRATIVE AGENT THAT IT IS SOLELY
RESPONSIBLE FOR ANY SUCH CHECKS IT IS REQUIRED TO CARRY OUT AND THAT IT MAY NOT
RELY ON ANY STATEMENT IN RELATION TO SUCH CHECKS MADE BY THE ADMINISTRATIVE
AGENT OR ANY OF ITS AGENT-RELATED PERSONS.
Section 7.04
Reliance by Agents.
(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, AS
APPLICABLE.
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