THE
PERFORMANCE OR OBSERVANCE BY BORROWER OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR TO INSPECT THE PROPERTIES OR BOOKS OF BORROWER OR ANY OF THEIR
AFFILIATES. EXCEPT FOR NOTICES, REPORTS AND OTHER DOCUMENTS AND INFORMATION
EXPRESSLY REQUIRED TO BE FURNISHED TO THE LENDERS BY AGENT HEREUNDER, AGENT
SHALL NOT HAVE ANY DUTY OR RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT
OR OTHER INFORMATION CONCERNING THE AFFAIRS, FINANCIAL CONDITION OR BUSINESS OF
BORROWER OR ANY OF THEIR AFFILIATES THAT MAY COME INTO THE POSSESSION OF AGENT
OR ANY OF ITS AFFILIATES.
SECTION 9.7.
FAILURE TO ACT.
EXCEPT FOR ACTION EXPRESSLY REQUIRED OF
AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, AGENT SHALL IN ALL CASES BE
FULLY JUSTIFIED IN FAILING OR REFUSING TO ACT HEREUNDER AND THEREUNDER UNLESS IT
SHALL RECEIVE FURTHER ASSURANCES TO ITS SATISFACTION FROM THE LENDERS OF THEIR
INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.5 HEREOF AGAINST ANY AND ALL
LIABILITY AND EXPENSE THAT MAY BE INCURRED BY IT BY REASON OF TAKING OR
CONTINUING TO TAKE ANY SUCH ACTION.
SECTION 9.8.
RESIGNATION OF AGENT.
SUBJECT TO THE APPOINTMENT AND
ACCEPTANCE OF A SUCCESSOR AGENT AS PROVIDED BELOW, AGENT MAY RESIGN UPON GIVING
NOTICE THEREOF TO THE LENDERS; PROVIDED, HOWEVER, THAT SUCH RESIGNATION SHALL
NOT BE EFFECTIVE UNTIL SUCH TIME AS THE SUCCESSOR AGENT IS IN PLACE AND SHALL
DELIVER WRITTEN NOTICE OF SUCH APPOINTMENT TO BORROWER. UPON ANY SUCH
RESIGNATION, THE LENDERS SHALL HAVE THE RIGHT TO APPOINT A SUCCESSOR AGENT,
SUBJECT TO, IF AN EVENT OF DEFAULT HAS NOT OCCURRED AND IS NOT CONTINUING, THE
CONSENT OF THE BORROWER, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, DELAYED
OR CONDITIONED. IF NO SUCCESSOR AGENT SHALL HAVE BEEN SO APPOINTED BY THE
LENDERS AND SHALL HAVE ACCEPTED SUCH APPOINTMENT WITHIN 30 DAYS AFTER THE
RETIRING AGENT'S GIVING OF NOTICE OF RESIGNATION, THEN THE RETIRING AGENT MAY,
ON BEHALF OF THE LENDERS APPOINT A SUCCESSOR AGENT, THAT SHALL BE A
SOPHISTICATED FINANCIAL INSTITUTION. UPON THE ACCEPTANCE OF ANY APPOINTMENT AS
AGENT HEREUNDER BY A SUCCESSOR AGENT, SUCH SUCCESSOR AGENT SHALL THEREUPON
SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES AND DUTIES
OF THE RETIRING AGENT, AND THE RETIRING AGENT SHALL BE DISCHARGED FROM ITS
DUTIES AND OBLIGATIONS HEREUNDER. AFTER ANY RETIRING AGENT'S RESIGNATION
HEREUNDER AS AGENT, THE PROVISIONS OF THIS ARTICLE IX SHALL CONTINUE IN EFFECT
FOR ITS BENEFIT IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS ACTING AS AGENT.
SECTION 9.9.
AGENCY FEE.
EACH LENDER WILL PAY TO AGENT AN AGENCY FEE
AS MAY BE AGREED UPON BETWEEN SUCH LENDER AND AGENT. BORROWER SHALL NOT BE
LIABLE FOR THE PAYMENT OF SUCH FEE.
SECTION 9.10.
CONSENTS UNDER LOAN DOCUMENTS.
AGENT MAY CONSENT TO ANY
MODIFICATION, SUPPLEMENT OR WAIVER UNDER ANY OF THE LOAN DOCUMENTS, PROVIDED
THAT, WITHOUT THE PRIOR CONSENT OF EACH LENDER, AGENT SHALL NOT RELEASE ANY
COLLATERAL OR OTHERWISE TERMINATE ANY LIEN UNDER ANY LOAN DOCUMENT PROVIDING FOR
COLLATERAL SECURITY, OR AGREE