TAKEN IN GOOD FAITH BY IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL,
ACCOUNTANTS, OR EXPERTS; (3) MAKES NO WARRANTY OR REPRESENTATION TO ANY LENDER
AND SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY STATEMENTS, WARRANTIES, OR
REPRESENTATIONS MADE IN OR IN CONNECTION WITH THIS AGREEMENT; (4) SHALL NOT HAVE
ANY DUTY TO ASCERTAIN OR TO INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY
TERMS, COVENANTS, OR CONDITIONS OF THIS AGREEMENT ON THE PART OF THE BORROWER
(OTHER THAN THE PAYMENT OF PRINCIPAL, INTEREST AND FEES DUE HEREUNDER), OR TO
INSPECT THE PROPERTY (INCLUDING THE BOOKS AND RECORDS) OF THE BORROWER;
(5) SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR THE DUE EXECUTION, LEGALITY,
VALIDITY, ENFORCEABILITY, GENUINENESS, PERFECTION, SUFFICIENCY OR VALUE OF THIS
AGREEMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR THE
VALUE, SUFFICIENCY, CREATION, PERFECTION OR PRIORITY OF ANY LIEN IN ANY
COLLATERAL SECURITY; AND (6) SHALL INCUR NO LIABILITY UNDER OR IN RESPECT OF
THIS AGREEMENT BY ACTING UPON ANY NOTICE, CONSENT, CERTIFICATE OR OTHER
INSTRUMENT OR WRITING (WHICH MAY BE SENT BY TELEGRAM, TELEFAX, OR FACSIMILE
TRANSMISSION) REASONABLY BELIEVED BY IT TO BE GENUINE AND SIGNED OR SENT BY THE
PROPER PARTY OR PARTIES.
SECTION 10.03
RIGHTS OF AGENT AS A LENDER.
WITH RESPECT TO ITS COMMITMENT,
THE LOANS MADE BY IT AND ANY NOTE ISSUED TO IT, THE AGENT SHALL HAVE THE SAME
RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY OTHER LENDER AND MAY EXERCISE THE
SAME AS THOUGH IT WERE NOT THE AGENT; AND THE TERM "LENDER" OR "LENDERS" SHALL,
UNLESS OTHERWISE EXPRESSLY INDICATED, INCLUDE THE AGENT IN ITS INDIVIDUAL
CAPACITY.
THE AGENT, EACH LENDER AND EACH OF THEIR RESPECTIVE AFFILIATES MAY
ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT AS TRUSTEE UNDER INDENTURES OF, AND
GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH, THE BORROWER, ANY OF ITS
SUBSIDIARIES AND ANY PERSON WHO MAY DO BUSINESS WITH OR OWN SECURITIES OF THE
BORROWER OR ANY SUBSIDIARY, ALL AS IF THE AGENT WERE NOT THE AGENT AND WITHOUT
ANY DUTY TO ACCOUNT THEREFOR TO THE OTHER LENDERS.
SECTION 10.04
INDEPENDENT CREDIT DECISIONS.
EACH LENDER ACKNOWLEDGES THAT IT
HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT OR ANY OTHER LENDER AND
BASED ON SUCH
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DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN CREDIT
ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT.
EACH LENDER ALSO
ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT OR
ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM
APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR
NOT TAKING ACTION UNDER THIS AGREEMENT.
THE AGENT SHALL PROMPTLY PROVIDE THE
LENDERS WITH COPIES OF ALL NOTICES OF DEFAULT AND OTHER FORMAL NOTICES SENT OR
RECEIVED IN ACCORDANCE WITH SECTION 11.02, ANY WRITTEN NOTICE RELATING TO
CHANGES IN THE BORROWER'S DEBT RATINGS THAT AFFECT THE SENIOR DEBT RATING
RECEIVED FROM THE BORROWER OR A RATINGS AGENCY, ANY DOCUMENTS RECEIVED BY