DO SO).
(E)
THE COLLATERAL AGENT MAY REFRAIN FROM ACTING IN ACCORDANCE WITH ANY
INSTRUCTIONS OF THE LENDERS TO INSTITUTE ANY LEGAL PROCEEDINGS ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT UNTIL IT HAS
BEEN INDEMNIFIED AND/OR SECURED TO ITS SATISFACTION AGAINST ANY AND ALL COSTS,
EXPENSES OR LIABILITIES (INCLUDING LEGAL FEES AND EXPENSES) WHICH IT WOULD OR
MIGHT REASONABLY BE EXPECTED TO INCUR AS A RESULT.
(F)
NO AGENT SHALL BE REQUIRED TO ADVANCE OR EXPEND ANY FUNDS OR
OTHERWISE INCUR ANY FINANCIAL LIABILITY IN THE PERFORMANCE OF ITS DUTIES OR THE
EXERCISE OF ITS POWERS OR RIGHTS HEREUNDER OR UNDER ANY FINANCING DOCUMENT TO
WHICH IT IS PARTY UNLESS IT HAS BEEN PROVIDED WITH SECURITY OR INDEMNITY
REASONABLY SATISFACTORY TO IT AGAINST ANY AND ALL LIABILITY OR EXPENSE WHICH
MAY BE INCURRED BY IT BY REASON OF TAKING OR CONTINUING TO TAKE SUCH ACTION.
SECTION 9.04
RELIANCE BY AGENTS. EACH AGENT SHALL BE ENTITLED TO
RELY UPON, AND SHALL NOT (NOR SHALL ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS) INCUR ANY LIABILITY FOR RELYING UPON, ANY NOTICE, REQUEST, CERTIFICATE,
CONSENT, STATEMENT, INSTRUMENT, DOCUMENT OR OTHER WRITING (INCLUDING ANY
ELECTRONIC MESSAGE, INTERNET OR INTRANET WEBSITE POSTING OR OTHER DISTRIBUTION)
REASONABLY BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED, SENT OR
OTHERWISE AUTHENTICATED BY THE PROPER PERSON. EACH AGENT ALSO MAY RELY
100
UPON ANY STATEMENT MADE TO IT ORALLY OR BY TELEPHONE AND REASONABLY BELIEVED BY
IT TO HAVE BEEN MADE BY THE PROPER PERSON, AND SHALL NOT INCUR ANY LIABILITY FOR
RELYING THEREON. IN DETERMINING COMPLIANCE WITH ANY CONDITION HEREUNDER TO THE
MAKING OF A LOAN THAT BY ITS TERMS MUST BE FULFILLED TO THE SATISFACTION OF A
LENDER, EACH AGENT MAY PRESUME THAT SUCH CONDITION IS SATISFACTORY TO SUCH
LENDER UNLESS SUCH AGENT SHALL HAVE RECEIVED WRITTEN NOTICE TO THE CONTRARY FROM
SUCH LENDER PRIOR TO THE MAKING OF SUCH LOAN. EACH AGENT MAY CONSULT WITH LEGAL
COUNSEL (WHO MAY BE COUNSEL FOR THE BORROWER), INDEPENDENT ACCOUNTANTS AND OTHER
EXPERTS REASONABLY 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. EACH AGENT MAY AT ANY TIME AND FROM TIME TO TIME SOLICIT
WRITTEN INSTRUCTIONS IN THE FORM OF DIRECTIONS FROM THE REQUIRED LENDERS OR AN
ORDER OF A COURT OF COMPETENT JURISDICTION AS TO ANY ACTION THAT IT MAY BE
REQUESTED OR REQUIRED TO TAKE, OR THAT IT MAY PROPOSE TO TAKE, IN THE
PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER
FINANCING DOCUMENT TO WHICH IT IS PARTY.
SECTION 9.05
DELEGATION OF DUTIES. EACH AGENT MAY PERFORM ANY AND
ALL OF ITS DUTIES AND EXERCISE ANY AND ALL ITS RIGHTS AND POWERS HEREUNDER OR
UNDER ANY OTHER FINANCING DOCUMENT BY OR THROUGH ANY ONE OR MORE SUB-AGENTS
APPOINTED BY SUCH AGENT. ABSENT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN
SELECTING A SUB-AGENT,