ANY OTHER LOAN
DOCUMENT (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), OR (B)
RESPONSIBLE IN ANY MANNER TO ANY OF THE LENDERS FOR ANY RECITAL, STATEMENT,
REPRESENTATION OR WARRANTY MADE BY THE BORROWER OR ANY OFFICER THEREOF CONTAINED
IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY CERTIFICATE, REPORT,
STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY THE
ADMINISTRATIVE AGENT UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR FOR THE VALUE OF ANY COLLATERAL OR THE VALIDITY, EFFECTIVENESS,
GENUINENESS,
105
ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
FOR ANY FAILURE OF THE BORROWER TO PERFORM ITS OBLIGATIONS HEREUNDER OR
THEREUNDER.
THE ADMINISTRATIVE AGENT SHALL NOT 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 PROPERTIES, BOOKS OR RECORDS OF THE BORROWER OR ANY
OF ITS SUBSIDIARIES.
(B)
EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT NONE OF THE SYNDICATION
AGENT OR ANY OF THE DOCUMENTATION AGENTS SHALL HAVE ANY DUTIES,
RESPONSIBILITIES, OBLIGATIONS OR AUTHORITY UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN SUCH CAPACITY.
SECTION 9.04.
RELIANCE BY ADMINISTRATIVE AGENT.
(A)
THE ADMINISTRATIVE AGENT
SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY
WRITING, RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER OR
FACSIMILE MESSAGE, STATEMENT, ORDER 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 ANY ADVICE AND STATEMENTS OF LEGAL COUNSEL
(INCLUDING COUNSEL TO THE BORROWER), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL BE FULLY
JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY ACTION UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT UNLESS IT SHALL FIRST RECEIVE SUCH ADVICE OR CONCURRENCE OF
THE MAJORITY LENDERS AS IT DEEMS APPROPRIATE OR IT SHALL FIRST BE INDEMNIFIED TO
ITS SATISFACTION BY THE LENDERS AGAINST ANY AND ALL LIABILITY AND EXPENSE WHICH
MAY BE INCURRED BY IT BY REASON OF TAKING OR CONTINUING TO TAKE ANY SUCH
ACTION.
THE ADMINISTRATIVE AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN
ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ACCORDANCE WITH A REQUEST FROM OR THE CONSENT OF THE MAJORITY
LENDERS AND SUCH REQUEST OR CONSENT AND ANY ACTION TAKEN OR FAILURE TO ACT
PURSUANT THERETO SHALL BE BINDING UPON ALL THE LENDERS AND ALL FUTURE HOLDERS OF
THE LOANS OR ANY PORTION THEREOF.
(B)
FOR PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS SPECIFIED IN
SECTION 5.01, EACH LENDER SHALL BE DEEMED TO HAVE CONSENTED TO, APPROVED OR
ACCEPTED OR TO BE SATISFIED WITH EACH DOCUMENT OR OTHER MATTER REQUIRED
THEREUNDER TO BE CONSENTED TO OR APPROVED BY OR ACCEPTABLE OR SATISFACTORY TO
THE LENDERS UNLESS