ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT SHALL NOT BE
DEEMED TO HAVE KNOWLEDGE OF ANY DEFAULT UNLESS AND UNTIL WRITTEN NOTICE THEREOF
IS GIVEN TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT BY BORROWERS OR A
LENDER, AND THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT SHALL NOT 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 OR ANY
OTHER LOAN DOCUMENT, (II) THE CONTENTS OF ANY CERTIFICATE, REPORT OR OTHER
DOCUMENT DELIVERED HEREUNDER OR THEREUNDER OR IN CONNECTION HEREWITH OR
THEREWITH, (III) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE COVENANTS,
AGREEMENTS OR OTHER TERMS OR CONDITIONS SET FORTH HEREIN OR THEREIN OR THE
OCCURRENCE OF ANY DEFAULT, (IV) THE VALIDITY, ENFORCEABILITY, EFFECTIVENESS OR
GENUINENESS OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT,
INSTRUMENT OR DOCUMENT, OR (V) THE SATISFACTION OF ANY CONDITION SET FORTH IN
ARTICLE IV OR ELSEWHERE IN ANY LOAN DOCUMENT, OTHER THAN TO CONFIRM RECEIPT OF
ITEMS EXPRESSLY REQUIRED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT, AS APPLICABLE.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE USE OF THE TERM "AGENT" IN THIS AGREEMENT WITH REFERENCE TO THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT IS NOT INTENDED TO CONNOTE ANY
FIDUCIARY OR OTHER IMPLIED (OR EXPRESS) OBLIGATIONS ARISING UNDER AGENCY
DOCTRINE OF ANY APPLICABLE LAW.
INSTEAD, SUCH TERM US USED MERELY AS A MATTER
OF MARKET CUSTOM AND IS INTENDED TO CREATE OR REFLECT ONLY AN ADMINISTRATIVE
RELATIONSHIP BETWEEN INDEPENDENT CONTRACTING PARTIES.
SECTION 10.04
RELIANCE BY AGENTS.
THE AGENTS 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
(INCLUDING ANY ELECTRONIC MESSAGE, INTERNET OR INTRANET WEBSITE POSTING OR OTHER
DISTRIBUTION) BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED, SENT OR
OTHERWISE AUTHENTICATED BY THE PROPER PERSON.
THE AGENTS ALSO MAY RELY UPON ANY
STATEMENT MADE TO IT ORALLY OR BY TELEPHONE AND 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 OR
OTHER CREDIT EXTENSION, THAT BY ITS TERMS MUST BE FULFILLED TO THE SATISFACTION
OF A LENDER, THE ADMINISTRATIVE AGENT MAY PRESUME THAT SUCH CONDITION IS
SATISFACTORY TO SUCH LENDER UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
NOTICE TO THE CONTRARY FROM SUCH LENDER PRIOR TO THE MAKING OF SUCH LOAN OR
OTHER CREDIT EXTENSION.
THE AGENTS MAY CONSULT WITH LEGAL COUNSEL (WHO MAY BE
COUNSEL FOR 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.
SECTION 10.05
DELEGATION OF DUTIES.
EACH OF THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT MAY PERFORM ANY AND ALL OF ITS DUTIES AND EXERCISE ITS