THE BORROWER OR A LENDER,
AND THE ADMINISTRATIVE AGENT SHALL NOT BE RESPONSIBLE FOR OR HAVE ANY DUTY TO
ASCERTAIN OR INQUIRE INTO (I) ANY STATEMENT, WARRANTY OR REPRESENTATION MADE IN
OR IN CONNECTION WITH ANY LOAN DOCUMENT, (II) THE CONTENTS OF ANY CERTIFICATE,
REPORT OR OTHER DOCUMENT DELIVERED THEREUNDER OR IN CONNECTION THEREWITH,
(III) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE COVENANTS, AGREEMENTS OR OTHER
TERMS OR CONDITIONS SET FORTH IN ANY LOAN DOCUMENT, (IV) THE VALIDITY,
ENFORCEABILITY, EFFECTIVENESS OR GENUINENESS OF ANY LOAN DOCUMENT OR ANY OTHER
AGREEMENT, INSTRUMENT OR DOCUMENT, OR (V) THE SATISFACTION OF ANY CONDITION SET
FORTH IN ARTICLE IV OR ELSEWHERE IN ANY LOAN DOCUMENT, OTHER THAN TO CONFIRM
RECEIPT OF ITEMS EXPRESSLY REQUIRED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT.
SECTION 9.04.
RELIANCE BY AGENT.
THE ADMINISTRATIVE AGENT SHALL BE
ENTITLED TO RELY UPON, AND SHALL NOT INCUR ANY LIABILITY FOR RELYING UPON, ANY
NOTICE, REQUEST, CERTIFICATE, CONSENT, STATEMENT, INSTRUMENT, DOCUMENT OR OTHER
WRITING BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED OR SENT BY THE
PROPER PERSON. THE ADMINISTRATIVE AGENT MAY ALSO RELY UPON ANY STATEMENT MADE TO
IT ORALLY OR BY TELEPHONE AND BELIEVED BY IT TO HAVE BEEN MADE BY THE PROPER
PERSON, AND SHALL NOT INCUR ANY LIABILITY FOR RELYING THEREON.
THE
ADMINISTRATIVE AGENT MAY CONSULT WITH LEGAL COUNSEL (WHO MAY BE COUNSEL FOR THE
BORROWER OR ANY AFFILIATE THEREOF), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY IT, AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY IT
IN ACCORDANCE WITH THE ADVICE OF ANY SUCH COUNSEL, ACCOUNTANTS OR EXPERTS.
SECTION 9.05.
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY
PERFORM ANY AND ALL ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS BY OR THROUGH
ANY ONE OR MORE SUB-AGENTS
60
APPOINTED BY IT.
THE ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT MAY PERFORM
ANY AND ALL ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS BY OR THROUGH THEIR
RESPECTIVE RELATED PARTIES.
THE EXCULPATORY PROVISIONS OF THE PRECEDING
PARAGRAPHS SHALL APPLY TO ANY SUCH SUB-AGENT AND TO THE RELATED PARTIES OF THE
ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT, AND SHALL APPLY TO THEIR RESPECTIVE
ACTIVITIES IN CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED
FOR HEREIN AS WELL AS ACTIVITIES AS AGENT.
SECTION 9.06.
RESIGNATION OF AGENT.
SUBJECT TO THE APPOINTMENT AND
ACCEPTANCE OF A SUCCESSOR AGENT AS PROVIDED BELOW, THE ADMINISTRATIVE AGENT MAY
RESIGN AT ANY TIME BY NOTIFYING THE LENDERS AND THE BORROWER.
UPON RECEIPT OF
ANY SUCH NOTICE OF RESIGNATION OF THE ADMINISTRATIVE AGENT, THE REQUIRED LENDERS
SHALL HAVE THE RIGHT, IN CONSULTATION WITH THE BORROWER, TO APPOINT A SUCCESSOR
WHICH SHALL BE A COMMERCIAL BANKING INSTITUTION ORGANIZED UNDER THE LAWS OF THE
UNITED STATES OR ANY STATE OR A UNITED STATES BRANCH OR AGENCY OF A COMMERCIAL
BANKING INSTITUTION, IN EACH CASE HAVING A COMBINED CAPITAL AND SURPLUS OF AT
LEAST $500,000,000 OR WHICH SHALL OTHERWISE BE REASONABLY ACCEPTABLE TO THE
BORROWER, SUCH ACCEPTANCE NOT TO BE