NECESSARY UNDER THE CIRCUMSTANCES AS
PROVIDED IN SECTION 10.02), AND (C) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO
AGENT SHALL HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT BE LIABLE FOR THE FAILURE
TO DISCLOSE, ANY INFORMATION RELATING TO ANY BORROWER OR ANY OF ITS SUBSIDIARIES
THAT IS COMMUNICATED TO OR OBTAINED BY THE BANK SERVING AS AN AGENT OR ANY OF
ITS AFFILIATES IN ANY CAPACITY.
NO AGENT SHALL BE LIABLE FOR ANY ACTION TAKEN
OR NOT TAKEN BY IT WITH THE CONSENT OR AT THE REQUEST OF THE REQUIRED LENDERS
(OR SUCH OTHER NUMBER OR PERCENTAGE OF THE LENDERS AS SHALL BE NECESSARY UNDER
THE CIRCUMSTANCES AS PROVIDED IN SECTION 10.02) OR IN THE ABSENCE OF ITS OWN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
NO AGENT SHALL BE DEEMED TO HAVE
KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT UNLESS AND UNTIL WRITTEN NOTICE
THEREOF IS GIVEN TO SUCH AGENT BY THE BORROWERS OR A LENDER, AND NO AGENT SHALL
BE RESPONSIBLE FOR OR HAVE ANY DUTY TO ASCERTAIN OR INQUIRE INTO (I) ANY
STATEMENT, WARRANTY OR REPRESENTATION MADE IN OR IN CONNECTION WITH THIS
AGREEMENT, (II) THE CONTENTS OF ANY CERTIFICATE, REPORT OR OTHER DOCUMENT
DELIVERED HEREUNDER OR IN CONNECTION HEREWITH, (III) THE PERFORMANCE OR
OBSERVANCE OF ANY OF THE COVENANTS, AGREEMENTS OR OTHER TERMS OR CONDITIONS SET
FORTH HEREIN, (IV) THE VALIDITY, ENFORCEABILITY, EFFECTIVENESS OR GENUINENESS OF
THIS AGREEMENT OR ANY OTHER AGREEMENT, INSTRUMENT OR DOCUMENT, OR (V) THE
SATISFACTION OF ANY CONDITION SET FORTH IN ARTICLE V OR ELSEWHERE HEREIN, OTHER
THAN TO CONFIRM RECEIPT OF ITEMS EXPRESSLY REQUIRED TO BE DELIVERED TO SUCH
AGENT.
SECTION 9.04.
RELIANCE.
EACH 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.
EACH AGENT ALSO
MAY RELY UPON ANY STATEMENT MADE TO IT ORALLY OR BY TELEPHONE AND BELIEVED BY IT
TO BE MADE BY THE PROPER PERSON, AND SHALL NOT INCUR ANY LIABILITY FOR RELYING
THEREON.
EACH AGENT MAY CONSULT WITH LEGAL COUNSEL (WHO MAY BE COUNSEL FOR THE
BORROWERS), 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.
104
SECTION 9.05.
DELEGATION OF DUTIES.
EACH AGENT MAY PERFORM ANY AND ALL ITS
DUTIES AND EXERCISE ITS RIGHTS AND POWERS BY OR THROUGH ANY ONE OR MORE
SUB-AGENTS APPOINTED BY SUCH AGENT.
EACH AGENT AND ANY SUCH SUB-AGENT MAY
PERFORM ANY AND ALL ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS 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 ANY
SUCH AGENT AND ANY SUCH SUB-AGENT, AND SHALL APPLY TO THEIR RESPECTIVE
ACTIVITIES IN CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES